Common use of Consents Clause in Contracts

Consents. a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:; (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or Assignee/Bank and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee Assignee/Bank that any of the consents can be obtained, but in the event of:-of : (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee Assignee/Bank in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee Assignee/Bank or by an Order of Court; Then then the Assignee Assignee/Bank is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee Assignee/Bank within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee Assignee/Bank in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee/Bank) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee Assignee/Bank certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee/Bank, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of : (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee Assignee or by an Order of Court; Then then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or Assignee/Bank and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee Assignee/Bank that any of the consents can be obtained, but in the event of:-of : (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee Assignee/Bank in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee Assignee/Bank or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:; (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee Assignee/Bank within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee Assignee/Bank in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee/Bank) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee Assignee/Bank certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee/Bank, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee Assignee or by an Order of Court; Then then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) b. In the event of any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment fulfillment by the Purchaser of any requirements imposed on the purchase of low or low- low-medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of : (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee Assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:; (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities No notices, reports or other relevant bodies. All sums filings are required to be made by Sellers with, nor are any consents, licenses, permits, Authorizations or dues whatsoever owing approvals required to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid obtained by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtainedSellers from, but in the event of:- (i) Any of any Governmental Entity or (ii) except where the consents not being obtained from the Developer and / or Proprietor and / or State Authorities failure to make such notices, reports or other relevant bodies (for reasons filings or obtain such consents, licenses, permits, Authorizations or approvals would not attributable to have a Material Adverse Effect, any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Person in connection with the saleexecution and delivery by Sellers of this Agreement or any of the documents, instruments or agreements to be executed and delivered by Sellers pursuant hereto or thereto or the consummation by Sellers of the transactions contemplated hereby or thereby. Without limiting the generality of the foregoing, Sellers are not required under the terms of any Owned Car Lease Contract to obtain consent from any Obligor to assign any of the Owned Car Lease Contracts to Purchaser at Closing. . Except as well as would not be likely to have a Material Adverse Effect, (i) Sellers have at all times owned each of the costs to reinstate damage (if any) Purchased Assets and acted with respect to the property caused by Purchased Assets and the Purchaser Assumed Liabilities in possession thereof shall be deducted compliance with, and set-off against the deposit origination and other monies (if any, paid herein towards account servicing of the purchase price by the Purchaser to the Assignee) Assigned Contracts have at all times been in compliance with, all applicable laws enacted, and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purposeall rules and regulations promulgated or issued, a certificate signed by any officer Governmental Entity, including, without limitation, Environmental Laws, (ii) Sellers have had at all times all Authorizations required to own, operate, lease and/or service the Purchased Assets and, in the case of the Assignee certifying Assigned Contracts, to perform their respective obligations thereunder, and have owned and operated the Purchased Assets and performed such obligations at all times in compliance with all such Authorizations, and (iii) Sellers have not received any notice of violation of any law or regulation from any Governmental Entity relating to any of the Purchased Assets or the ownership or operation thereof or the performance of any such obligations. . Sellers (i) have timely filed with the appropriate Governmental Entities all material Tax Returns required to be filed with respect to any Purchased Asset or the Maintenance Reserves, and all such Tax Returns are true, complete and correct in all material respects, and (ii) have paid all material Taxes due and payable with respect to any Purchased Asset or the Maintenance Reserves and have paid all material Taxes claimed or asserted in writing by any Governmental Entity to be due from them with respect to any Purchased Asset or the Maintenance Reserves or have provided for all such Taxes on the Books and Records in accordance with GAAP. No adjustment relating to such Tax Returns has been proposed formally or informally by any Governmental Entity, and to Sellers’ Knowledge, no basis exists for any such adjustment. With respect to any taxable period for which any material Tax Returns have not yet been filed with respect to any Purchased Asset, or for which material Taxes with respect to any Purchased Asset are not yet due or owing or are being contested in good faith, Sellers have made due and sufficient current accruals for such Taxes on the Books and Records in accordance with GAAP. There are no liens for Taxes upon the Purchased Assets or the Maintenance Reserves except for liens arising as a matter of law for Taxes not yet due and payable and liens for Taxes that are being contested in good faith, in each case, for which adequate reserves have been provided in the Books and Records in accordance with GAAP. There are no proposed reassessments of any Purchased Assets or other proposals that could increase the amount of any Tax in respect of the Purchased Assets. There are no pending or, to Sellers’ Knowledge, threatened claims, actions, suits, or other proceedings by or before any Governmental Entity for the assessment or collection of Taxes in respect of the Purchased Assets. There are no Tax investigations or audits in progress relating to the Purchased Assets, and the Sellers have not received any written notice indicating that a Governmental Entity intends to conduct such expenses an audit or costs shall be deemed final / conclusive investigation. Sellers have not received any written inquiries or requests for information outstanding that could affect the Taxes relating to the Purchased Assets. There are no outstanding waivers or agreements extending the applicable statute of limitations for any period with respect to any Taxes relating to the Purchased Assets. The LILO Contracts, LILO Sublease Contracts and binding upon Owned Car Lease Contracts have been classified on the Purchaserfederal and state Tax Returns of the Sellers as leases while such LILO Contracts, LILO Sublease Contracts and Owned Car Lease Contracts were owned by the Sellers and such classification has not been challenged by any Governmental Entity in any correspondence with any Seller. Subject as aforesaidThere are no outstanding liabilities for Taxes payable, collectible or remittable by the Sellers in respect of the Purchased Assets or the Business, whether assessed or not, which may result in an Encumbrance (other than a Permitted Encumbrance) on, or other claim against, or seizure or sale of all or any part of, the Purchased Assets or would otherwise materially adversely affect the Purchased Assets or would result in Purchaser shall have no further becoming liable or responsible therefor. No claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or in writing has been made by any cause whatsoever in relation Governmental Entity within seven (7) years prior to the sale being terminated as aforesaid. b) In the event date of this Agreement in a jurisdiction where any Seller does not file Tax Returns that such filings may be required or that such Seller is or may be subject to taxation by that jurisdiction in respect of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry Purchased Assets. Each of the time period prescribed Sellers has properly and timely withheld, collected and deposited all amounts for completion hereinTaxes that were required to be withheld, due to reasons attributable to any act of default collected or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation deposited in respect of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againPurchased Assets.

Consents. a) The Property is sold subject Prior to the Purchaser at own costs undertaking to apply for and Closing, the Seller shall obtain the consents (if any) required Consents, waivers and approvals, and timely provide notices, under the Contracts, Leases, Permits, real estate leases and other arrangements set forth on Schedule 5.2(e), so as to preserve all rights of, and benefits to, the Buyer thereunder from and after the Developer and / or Closing. To the Proprietor and / or State Authorities extent that the rights of the Seller under any Contract or other relevant bodies. All sums or dues whatsoever owing Purchased Asset to be assigned to Buyer hereunder may not be assigned without the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed Consent of another Person which has not been obtained as of the progress of such applications. No warranty is given by Closing, this Agreement will not constitute an agreement to assign the Assignee that any of the consents can same if an attempted assignment would constitute a breach thereof or be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction saleunlawful, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitledSeller, at its absolute discretionexpense, will obtain any such required Consent(s) within sixty (60) days of Closing. If any such Consent has not been obtained as of the Closing or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Contract or Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, Seller, to treat such default the maximum extent permitted by Law and the Contract or Purchased Asset, will act after the Closing as a repudiation the Buyer’s agent for the limited purpose of obtaining for it the contract benefits thereunder and terminate the sale by giving the Purchaser written notice thereofwill cooperate, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages maximum extent permitted by Law and the Purchaser shall have no claims whatsoever against the AssigneeContract or Purchased Asset, their solicitors or the Auctioneer with Buyer in relation any other reasonable arrangement satisfactory to all parties designed to provide such benefits to the sale being terminated Buyer, and the Buyer will be responsible for the costs and expenses of obtaining such benefits. Notwithstanding the foregoing, any failure to obtain any required Consent, whether or not disclosed by the Seller to the Buyer in the Schedules or otherwise, will not relieve the Seller of its obligation to obtain all such Consents as aforesaid. The Assignee shall be entitled to put up the property for re-sale againset forth herein.

Consents. (a) The Property is sold subject If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the Purchaser at own costs undertaking "Restricted Material Contracts"), Buyer may waive the closing conditions as to apply for any such Material Consent and either: (i) elect to have Seller continue its efforts to obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion hereinMaterial Consents; or (ii) Any elect to have Seller retain that Restricted Material Contract and all Liabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the consents Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the parties shall use Best Efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term (or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder). Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer from and after the Developer date of assignment to Buyer pursuant to a special-purpose assignment and / assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) If there are any Consents not set forth in the Disclosure Schedule necessary for the assignment and transfer of any Seller Contracts to Buyer (the "Nonmaterial Consents") which have not yet been obtained (or State Authorities or other relevant bodies shall be subject to conditions which otherwise are not acceptable in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller Contracts as to which such Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the Assignee in its absolute discretion"Restricted Nonmaterial Contracts"), orwhether to: iii(i) The sale herein being set aside for any reason whatsoever by accept the assignee or by an Order assignment of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereofsuch Restricted Nonmaterial Contract, in which case:, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (1ii) If in reject the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount assignment of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereofRestricted Nonmaterial Contract, in which event 10% case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the successful bid deposited with the Assignee Contemplated Transactions shall be forfeited absolutely to the Assignee as agreed liquidated damages constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Nonmaterial Contract, and the Purchaser (B) Seller shall have no claims whatsoever against the Assignee, their solicitors retain such Restricted Nonmaterial Contract and all Liabilities arising therefrom or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againrelating thereto.

Consents. a(i) The Property is sold subject Subject to the Purchaser conditions set forth in paragraph (b) below, any Lender may assign to one or more assignees (other than any Disqualified Lender, any Defaulting Lender or any of its Subsidiaries, any natural person and, except as provided in Section 13.03(g) below, the Borrower or any of its Subsidiaries) (the “Purchasers”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever time owing to it) with the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall prior written consent (such consent not to be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- iunreasonably withheld) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which caseof: (1A) If the Borrower; provided that no consent of Borrower shall be required (x) for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, (y) for an assignment by any Initial Lender in connection with the meanwhile the Purchaser has entered into possession primary syndication of the propertyFacilities to Lenders selected by the Initial Lenders in consultation with the Borrower and (z) if a Default under Sections 8.01(a), then 8.01(e), or 8.01(f) has occurred and is continuing, for any other assignment; provided, further that the Purchaser is liable at his own costs Borrower shall be deemed to reinstate the property have consented to any such assignment unless it shall object thereto by written notice to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee Administrative Agent within [14] days upon service of the ten (10) Business Days after having received notice terminating the salethereof; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and (C) with respect to Revolving Loans and Revolving Loan Commitments, the Swing Line Bank and the Issuing Banks. The Administrative Agent, in its capacity as such, shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders (or providing the list to the Lenders). Without limiting the generality of the foregoing, the Administrative Agent, in its capacity as such, shall not (1) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (2) The costs / expenses reasonably incurred by the Assignee in connection have any liability with the sale, as well as the costs respect to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event arising out of any assignment or participation of the consents not being obtained from the Developer and / Loans, or Proprietor and / or State Authorities or other relevant bodiesdisclosure of confidential information, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaidDisqualified Lender. The Assignee Administrative Agent shall be entitled post or otherwise make available to put up the property for re-sale againLenders a list of all Disqualified Lenders.

Consents. (a) The Property is sold subject Subject to Section 6.5 hereof, Sellers shall use their reasonable efforts to obtain all Consents described in Section 3.3, without any adverse change in the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / terms or the Proprietor and / conditions of any Assumed Contract or State Authorities or other relevant bodiesLicense. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies Sellers shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that promptly advise Buyer of any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that difficulties experienced in obtaining any of the consents can be Consents and of any conditions proposed, considered or requested for any of the Consents. (b) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Contract or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto would constitute a breach thereof or in any way adversely affect the rights of the Buyer thereunder. If such consent (a "Deferred Consent") is not obtained, but or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Buyer would not receive all such rights, then (i) the Seller and the Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consents as soon as practicable; provided that Sellers shall have no obligation (y) to expend funds to obtain any Deferred Consent, other than ministerial processing fees, and Sellers' out-of-pocket expenses to its attorney or other agents incurred in connection with obtaining any Deferred Consent, or (z) to agree to any adverse change in any License or Assumed Contract in order to obtain a Deferred Consent, and (ii) until such Deferred Consent is obtained, the Seller and the Buyer will cooperate in all reasonable respects, to provide to the Buyer the benefits under the Contract, to which such Deferred Consent relates (with the Buyer responsible for all the liabilities and obligations thereunder). In particular, in the event of:- i) Any of the consents that any such Deferred Consent is not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable prior to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the propertyClosing, then the Purchaser is liable at his own costs Buyer and the Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to reinstate the property provide to the original condition as at parties the date economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Contract, including enforcement for the benefit of the auction saleBuyer of all claims or rights arising thereunder, and thereafter peaceably to yield up vacant possession the performance by the Buyer of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted obligations thereunder on a prompt and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidpunctual basis. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or Assignee/Bank and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee Assignee/Bank that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee Assignee/Bank in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee Assignee/Bank or by an Order of Court; Then then the Assignee Assignee/Bank is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee Assignee/Bank within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee Assignee/Bank in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee/Bank) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee Assignee/Bank certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee/Bank, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject Notwithstanding any other provision of this Agreement, this Agreement does not effect an assignment of any Included Contract if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or would be ineffective with respect to any party thereto. As to any such Included Contract, the Seller and the Purchaser will use commercially reasonable efforts to obtain as promptly as practicable after the Closing the consent of the other parties to such Included Contract or, if required, novation thereof to the Purchaser at own costs undertaking or, alternatively, written confirmation from such parties reasonably satisfactory to apply for the Seller and obtain the consents (if any) required from Purchaser that such consent is not required. Subject to Section 2.13, in no event, however, will any member of the Developer and / Seller Group be obligated to pay any money to any Person or the Proprietor and / to offer or State Authorities grant other financial or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable accommodations to any act of default Person in connection with obtaining any consent, waiver, confirmation, novation or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / approval with respect to any such Included Contract. If any consent, waiver, confirmation, novation or State Authorities or other relevant bodies shall be subject approval is not obtained with respect to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the propertysuch Included Contract, then the Seller and the Purchaser is liable at his own costs will cooperate to reinstate the property establish an agency type or other similar arrangement reasonably satisfactory to the original condition as at Seller and the date Purchaser under which the Purchaser would obtain, to the extent practicable, all rights, and assume the corresponding Liabilities thereunder (including by means of subcontracting, sublicensing or subleasing arrangement) or under which the Seller would enforce or cause the other members of the auction saleSeller Group, and thereafter peaceably as appropriate, to yield up vacant possession enforce, for the benefit of the property Purchaser, provided that the Purchaser agrees to pay the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / Seller Group members’ reasonable out-of-pocket expenses reasonably incurred by the Assignee in connection with the salesuch enforcement, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted any and set-off against the deposit and other monies (if any, paid herein towards account all rights of the purchase price by members of the Purchaser Seller Group against a third party to any such Included Contract. In such event (i) the Assignee) and thereafter the residue (if any) shall be refunded Seller will promptly pay to the Purchaser free of interest. For when received all moneys relating to the period on or after the Closing Date received by it under any Included Contract not transferred pursuant to this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive Section 2.11 and binding upon the Purchaser. Subject as aforesaid, (ii) the Purchaser shall have no further claim against will promptly pay, perform or discharge when due any Liabilities arising thereunder after the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation Closing Date but not transferred to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due Purchaser pursuant to reasons attributable to any act of default or omission this Section 2.11. The failure by the Purchaser or non-fulfilment the Seller to obtain any required consent, waiver, confirmation, novation or approval with respect to any Included Contract will not relieve any party from its obligation to consummate at the Closing the transactions contemplated by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againthis Agreement.

Consents. (a) The Property is sold Seller shall use commercially reasonable efforts to procure the consents set forth on Schedule 5.3 which have not been obtained or waived as of the date hereof, and Buyer shall reasonably cooperate with Seller in seeking to obtain such consents, but, in each case, without being obligated to pay any consideration or waive or release any right or privilege to obtain such consent. If the Parties are not able to effect the assignment of any of the Assets at Closing due to the lack of a required Non-Party consent to transfer the same, then, except as otherwise provided herein, such Assets shall not, and shall not be deemed to be, assigned at Closing. (b) As to any Contract (subject to Section 7.2(c) and Section 7.2(d)), until any such consent is obtained, to the Purchaser extent permissible under Law and under the terms of such Contract, Seller shall post-Closing (i) continue to perform the liabilities and obligations under or with regard to such Contract, (ii) hold such Contract in trust for the benefit of Buyer and shall promptly forward to Buyer any monies or other benefits received that are attributable to such Contract and Buyer shall fully indemnify and hold harmless Seller with respect to any costs, claims or liabilities arising thereunder, and (iii) endeavor to mutually agree with Buyer to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such non-assigned Contract had been assigned. If the foregoing arrangements are not permissible under Law or under the terms of the Contract, then the Parties shall use commercially reasonable efforts to take such other actions or put into place such other arrangements as are permissible with regard to the non-assigned Contract so as to provide the Parties with the same economic results as would otherwise have resulted. Provided, Seller’s obligations under this Section 7.1(b) shall continue only for so long as Seller holds an interest in any portion of the Retained Interests. (c) If the assignment of a Lease, Contract or Surface Contract is subject to a consent requirement other than Customary Post-Closing Consents and (i) the Person holding such consent right is not a Governmental Authority, (ii) the Lease, Contract or Surface Contract does not contain language to the effect that the lessor or counterparty thereto (as applicable) will have the right to terminate the Lease, Contract or Surface Contract if an assignment is made without the consent requirement being satisfied, (iii) the failure to obtain such consent would not cause the assignment to Buyer to be void or voidable, and (iv) the holder of such consent right has not denied such consent in writing, then such Lease, Contract or Surface Contract shall be assigned to Buyer at own costs undertaking Closing and following the Closing Seller and Buyer shall continue, for 180 Days, to apply for and use of commercially reasonable efforts to obtain the consents required consent with Buyer lending reasonable assistance. If at the end of such 180-Day period the required consent has not been obtained, then the Parties shall discuss in good faith what further mutually agreeable actions (if any) required from will be taken with respect to such unobtained consent. (d) If the Developer assignment of a Lease, Contract or Surface Contract is subject to a consent requirement other than Customary Post-Closing Consents and / (i) the holder of the consent right is a Governmental Authority, (ii) the Lease, Contract or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Surface Contract contains language to the Developer and / or Proprietor and / or effect that the State Authorities or relevant bodies shall be borne and paid by counterparty will have the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled right to terminate the sale Lease, Contract or Surface Contract if an assignment is made without the consent requirement being satisfied, (iii) the failure to obtain such consent would cause the assignment to Buyer to be void or voidable, or (iv) the holder of such consent right has denied such consent in writing (in such case, a “Consent Agreement”), then such Consent Agreement shall be excluded from the Assets to be assigned and sold to Buyer hereunder and the Base Purchase Price shall be reduced by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession Allocated Value of the propertyexcluded Consent Agreement. Following the Closing, Seller shall continue to use commercially reasonable efforts to procure such consent within 180 Days following the Closing, with Buyer lending reasonable assistance. If at the end of such 180-Day period the required consent has not been obtained, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Parties shall discuss in connection with the sale, as well as the costs to reinstate damage good faith what further mutually agreeable actions (if any) will be taken with respect to such Consent Agreement. If no further action is mutually agreed to between the property caused by Parties within 60 Days (following such 180-Day period), the Purchaser in possession thereof shall be deducted Consent Agreement and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs Assets related thereto shall be deemed final / conclusive an Excluded Asset. If during such 180-Day period the required consent is obtained, then Seller shall notify Buyer and binding upon the Purchaser. Subject as aforesaidBuyer shall purchase, on or before 10 Business Days following receipt of such notice, the Purchaser shall have no further claim against Consent Agreement under the Assignee, their Solicitors or the Auctioneer terms of this Agreement for damages, compensation or any cause whatsoever in relation a price equal to the sale being terminated Allocated Value of such Consent Agreement. To the extent such Consent Agreement has not been included in determining the Adjustments to be made pursuant to Section 2.4, then the Adjustments that are specific to such Consent Agreement shall be calculated and contemporaneous with the payment of such Allocated Value there shall be applied as aforesaid. b) In a deduction to such Allocated Value (if the event of any sum of the consents not being obtained from downward Adjustments exceeds the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry sum of the time period prescribed for completion herein, due to reasons attributable to any act of default upward Adjustments) the net amount resulting from such Adjustments or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee there shall be entitled, at its absolute discretion, applied as an addition to treat such default as a repudiation Allocated Value (if the sum of the contract and terminate upward Adjustments exceeds the sale by giving the Purchaser written notice thereof, in which event 10% sum of the successful bid deposited with downward Adjustments) the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againnet amount resulting from such Adjustments.

Consents. aWhenever in this Lease the consent or approval of Landlord is required, such consent or approval shall be made by a properly authorized designee on behalf of Landlord, shall not be unreasonably or arbitrarily withheld, conditioned, or delayed (unless a specific provision expressly permits Landlord to grant or withhold its consent or approval in Landlord’s sole and/or absolute discretion), and shall not require a fee from Tenant. Except where a different period of time is expressly set forth in this Lease, if Landlord fails to respond to Tenant’s request for consent by written notice delivered to Tenant within ten (10) The Property business days after Landlord’s receipt thereof, and Landlord then fails to respond within five (5) days after a reminder notice is sold subject sent to Landlord by Tenant, then, so long as each of the notices refer to the Purchaser at own costs undertaking deemed-approval in this Section for failure to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtainedtimely respond, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs Landlord shall be deemed final / conclusive to have approved the request as submitted by Tenant. Whenever in this Lease the consent or approval of Tenant is required, such consent or approval shall be made by a properly authorized designee on behalf of Tenant, shall not be unreasonably or arbitrarily withheld, conditioned, or delayed (unless a specific provision expressly permits Tenant to grant or withhold its consent or approval in Tenant’s sole and/or absolute discretion), and binding upon shall not require a fee from Landlord. Except where a different period of time is expressly set forth in this Lease, if Tenant fails to respond to Landlord’s request for consent by written notice delivered to Landlord within ten (10) business days after Tenant’s receipt thereof, and Tenant then fails to respond within five (5) days after a reminder notice is sent to Tenant by Landlord, then, so long as each of the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation notices refer to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodiesdeemed-approval in this Section for failure to timely respond, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee Tenant shall be entitled, at its absolute discretion, deemed to treat such default have approved the request as a repudiation of the contract and terminate the sale submitted by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againLandlord.

Consents. aThe execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person or Governmental Entity other than (i) filings and consents that have been waived, obtained or made, including pursuant to applicable state securities laws, (ii) post-sale filings pursuant to applicable state, federal securities laws which the Company undertakes to file within the applicable time periods, (iii) Stockholder Approval in respect of the Amended and Restated AOA providing for the creation of the Preferred Shares and (iv) the filing of the undertaking by the Investor with The Property is sold subject National Technological Innovation Authority. Subject to the Purchaser at own costs undertaking accuracy of the representations and warranties of the Investor set forth in Section 6 hereof, the Company has taken all action necessary to apply for exempt (i) the issuance and obtain sale of the consents Securities, (if anyii) required the issuance of the Underlying Shares upon due conversion of the Note or the Preferred Shares or that are otherwise issuable pursuant to the Transaction Documents (including as payment of interest under the Note or payment of dividends in respect of the Holder Preferred Shares), and (iii) the other transactions contemplated by the Transaction Documents from the Developer provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and / properties are bound and any provision of the Company’s Organizational Documents that is or could reasonably be expected to become applicable to the Investor as a result of the transactions contemplated hereby, including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Securities by the Investor or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing exercise of any right granted to the Developer and / or Proprietor and / Investor pursuant to this Agreement or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidTransaction Documents. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property With respect to each Consent that is sold subject required with regard to the Purchaser at own costs undertaking First Drop Down Assets to apply for and obtain consummate the consents (transactions contemplated by the Closing Documents, if any, prior to Closing, (i) the CONSOL Parties have sent to the holder of each such Consent (other than a Customary Post-Closing Consent or a Permit Consent) a notice in compliance with the contractual provisions applicable to such Consent seeking such holder’s consent to the transactions contemplated hereby and (ii) except as set forth in Section 4.3(b) and Section 4.3(c) below, each such Consent (other than a Customary Post-Closing Consent or a Permit Consent) has been received by the Owning Parties. (b) The Parties acknowledge and agree that (i) each of the Consents set forth on Schedule 4.3(b) (the “Pending IPO Consents”) were sent to the holder of each such Consent pursuant to Section 4.3 of the IPO Asset Contribution Agreement and have not been received by the Owning Parties as of the Effective Date and (ii) that such consent to assign requests covered the transaction contemplated by the IPO Asset Contribution Agreement and the transactions contemplated by this Agreement. In lieu of the Owning Parties taking such actions as required under Section 4.3 of the IPO Asset Contribution Agreement, the Parties acknowledge and agree that upon receipt of a Pending IPO Consent following Closing, (A) the Owning Parties shall promptly notify the Partnership Parties and (B) the Owning Parties shall assign, by the tenth Business Day after the Partnership Parties’ receipt of such notice, 25% of the Owning Parties right, title and interest in and to such assets (or portion thereof) that were excluded as a result of such previously un-obtained Pending IPO Consent to CTH pursuant to an instrument in substantially the same form as the Assignment, the Deed and/or the Assignment, Assumption and ▇▇▇▇ of Sale, as applicable. (c) The Parties acknowledge and agree that the Consent required by that certain Agreement for Termination of Lease and Division of Subleases among Conrhein Coal Company, Penn Central Properties, Inc., Consolidation Coal Company, Royal Land Company, and The Penn Central Corporation, whereby the Pittsburgh Seam of coal and mining rights within and underlying certain tracts of land in ▇▇▇▇▇▇ County, Pennsylvania, were leased to Conrhein, with a Memorandum of Lease and Sublease dated December 19, 1986, recorded in said county in Vol. 47, at Page 999 (the “Pending First Drop Down Consent” and together with the Pending IPO Consents, the “Pending Consents”) were sent to the holder of such Consent and have not been received by the Owning Parties as of the Effective Date. Upon receipt of a Pending First Drop Down Consent following Closing, (i) the Owning Parties shall promptly notify the Partnership Parties and (ii) the Owning Parties shall assign, by the tenth Business Day after the Partnership Parties’ receipt of such notice, 6.25% of the Owning Parties’ right, title and interest in and to such assets (or portion thereof) that were excluded as a result of such previously un-obtained Pending First Drop Down Consent to CTH pursuant to an instrument in substantially the same form as the Assignment, the Deed and/or the Assignment, Assumption and ▇▇▇▇ of Sale, as applicable. (d) Until any such Pending Consent is obtained or waived, the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to CTH the benefit of, and the burdens of the Assumed Obligations with respect to, such assets (or portion thereof) that were excluded as a result of such previously un-obtained Pending Consent. (e) The CONSOL Parties shall use their commercially reasonable efforts, with reasonable assistance from the Developer Partnership Parties (including the Partnership Parties providing assurances of financial condition and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing operator qualifications as reasonably requested), to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-obtain all Pending Consents. i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iiif) The sale herein being set aside for any reason whatsoever by Parties acknowledge and agree that the assignee or by an Order of Court; Then CONSOL Parties shall not seek Customary Post-Closing Consents until after the Assignee is absolutely entitled to terminate Closing Date. Promptly after the sale by giving Closing Date, the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, CONSOL Parties and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses CTH will actively pursue all consents and approvals that may be reasonably incurred by the Assignee required in connection with the saletransactions contemplated by this Agreement that have not been obtained prior to Closing, as well as the costs including with respect to reinstate damage (if any) to the property caused by the Purchaser in possession thereof obtaining Customary Post-Closing Consents, and shall be deducted take any and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed all actions reasonably required by any officer of Governmental Authority in order to obtain such unconditional approval, including the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event posting by CTH of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities all bonds or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall security that may be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againrequired.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:; (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-set- off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. Section 1.1. Notwithstanding anything to the contrary set forth in Section 10.1 of the Note Purchase Agreements, the Required Holders hereby consent to the entry by the Company or any Subsidiary into any transaction with an Affiliate that is contemplated by the Post Spin-Off Documents and waive compliance by the Company and its Subsidiaries with Section 10.1 of the Note Purchase Agreements in connection therewith, provided, that, any transaction that is contemplated by a Post Spin-Off Document (other than the Transition Services Agreement) shall be pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate. Section 1.2. Notwithstanding anything to the contrary set forth in Section 10.5 of the Note Purchase Agreements, the Required Holders hereby consent to the entry by Post and its Subsidiaries into one or more agreements pursuant to which Post and its Subsidiaries grant Liens on their properties and the Required Holders waive compliance by the Company and its Subsidiaries with Section 10.5 of the Note Purchase Agreements in connection therewith, provided, that, such Liens (i) do not become effective before the Distribution Date and (ii) shall secure only Debt of Post and its Subsidiaries incurred in connection with the Post Spin-Off. Section 1.3. Notwithstanding anything to the contrary set forth in Section 10.6 of the Note Purchase Agreements, the Required Holders hereby consent to the Post Contribution, the Debt for Debt Exchange, the Distribution, and the Retained Share Disposition and waive compliance by the Company and its Subsidiaries with Section 10.6 of the Note Purchase Agreements to the extent such provisions would otherwise be breached as a result of or in connection therewith, provided that (a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed Disposition Value of the progress Post Business does not exceed 50.0% of such applications. No warranty is given by the Assignee that any Consolidated Total Assets as of the consents can be obtainedDistribution Date, but in and (b) immediately before and immediately after the event of:- i) Any consummation of the consents not being obtained from the Developer any such Transfer and / after giving effect thereto, no Default or Proprietor Event of Default would exist; and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretionprovided, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereoffurther, in which casethat: (1i) If the Net Proceeds Amount from the Distribution shall promptly be used to permanently retire all Debt that is pre-payable without penalty or any make-whole amount or other premium (including, without limitation, the Revolving Bank Facility and the Accounts Receivable Financing Program, although the lending commitments for these facilities are not required to be permanently reduced in connection with such prepayment), other than proceeds of approximately $235,000,000 which may be retained by the meanwhile Company and used for general corporate purposes; (ii) if the Purchaser has entered into possession Net Proceeds Amount from the Retained Share Disposition is used to prepay Debt, then all such Debt must be pre-payable without penalty or any make-whole amount or other premium, unless the Notes are prepaid on a pro rata basis pursuant to the existing terms of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the saleNote Purchase Agreements; and (2iii) The costs / expenses reasonably incurred by the Assignee Company and its Subsidiaries shall not be permitted to make any Asset Disposition within the 365 days following the Distribution Date, unless the Net Proceeds Amount thereof is applied to a Debt Prepayment Application or a Property Reinvestment Application in connection accordance with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted terms and set-off against the deposit and other monies (if any, paid herein towards account conditions of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever last paragraph in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.Section 10.6

Consents. a) The Property is sold subject Not later than the Execution Date, Seller shall request, from the appropriate parties (and in accordance with the documents creating such rights and/or requirements), any consent or approval listed on Schedule 5.16 of any third party, person or Governmental Authority that are customarily received prior to the Purchaser at own costs undertaking Closing (“Consents”). Each Seller represents and warrants as to apply for itself that it has obtained all and obtain the any consents (if any) required from each member of Seller Group to enable the Developer and / or transactions contemplated by this Agreement to proceed. If, with respect to a Consent, the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing failure of which to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid obtain would, by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed express terms of the progress document creating such right and/or requirement, render the assignment of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but an Asset void or result in the event of:- termination thereof, then, unless otherwise mutually agreed in writing by Seller and Buyer, (i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies any Asset affected by such Consent (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if anya “Retained Interest”) shall be refunded held back from the Assets to be transferred and conveyed to Buyer at Closing, (ii) the Cash Portion of the Purchase Price shall not be reduced at the Closing on account of such Retained Interest being so held back, (iii) Seller shall hold legal title to such Retained Interest as nominee for Buyer, effective as of the Effective Time, (iv) Buyer shall pay and, to the Purchaser free of interest. For this purposeextent paid by Seller, a certificate signed by any officer promptly reimburse Seller for, all Assumed Obligations associated with such Retained Interest effective as of the Assignee certifying Effective Time (for the amount purposes of such expenses or costs this clause, each reference to “Assets” in the definition of “Assumed Obligations” shall be deemed final / conclusive to refer to “Retained Interest”) and binding upon the Purchaser. Subject as aforesaid, the Purchaser (v) Seller shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or pay Buyer any cause whatsoever in relation revenues associated with such Retained Interest attributable to all periods subsequent to the sale being terminated as aforesaid. b) In Effective Time to the event of any extent the Cash Portion of the consents Purchase Price has not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable been adjusted therefor. Until all Consents with respect to any act of default Retained Interest are satisfied or omission by one hundred eighty (180) days after the Purchaser Closing Date, whichever occurs first, Seller shall use commercially reasonable efforts, but without obligation to incur any unreasonable cost or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretionexpense, to treat obtain waivers of, or to comply with, any such default as Consents. Seller shall take such actions under and with respect to a repudiation Retained Interest at the direction and/or for the benefit of Buyer; provided, however, that in no event shall Seller be obligated to take any actions that would not be taken by a reasonably prudent operator. Any Retained Interest will be conveyed to Buyer within ten (10) days following the contract and terminate the sale by giving the Purchaser written notice thereof, in date on which event 10% of the successful bid deposited Seller obtains all Consents with the Assignee shall be forfeited absolutely respect to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againsuch Retained Interest.

Consents. a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of: i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or iii) The the sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / and the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment fulfillment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject to Assuming the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed accuracy of the progress representations and warranties of such applications. No warranty each Investor set forth in Section 4 hereof, no consent, approval, authorization, filing with or order of or registration with, any court or governmental agency or body or self-regulatory organization is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee required in connection with the saleauthorization, execution, or delivery or performance by the Company of the Transaction Agreements, the Asset Management Agreement and the Strategic Advisor Agreements, the issuance and sale of the Securities, the issuance of the Strategic Advisor Warrants and the performance by the Company of its other obligations under the Transaction Agreements, the Asset Management Agreement, the Strategic Advisor Agreements and the Strategic Advisor Warrants, except (a) as well as have been or will be obtained or made under the costs to reinstate damage Securities Act or the Exchange Act, if applicable, (if anyb) the filing of any requisite notices and/or application(s) to the property caused National Exchange for the issuance and sale of the Initial Shares, the Pre-Funded Warrants or the Strategic Advisor Warrants and the listing of the Initial Shares, the Pre-Funded Warrant Shares or the Strategic Advisor Warrant Shares for trading or quotation, as the case may be, thereon in the time and manner required thereby, (c) customary post-closing filings with the SEC or pursuant to state securities laws in connection with the offer and sale of the Initial Shares, the Pre-Funded Warrant Shares or the Strategic Advisor Warrant Shares by the Purchaser Company in possession thereof shall the manner contemplated herein, which will be deducted and set-off against filed on a timely basis, (d) the deposit and other monies (if any, paid herein towards account filing of the purchase price registration statement required to be filed by the Purchaser Company pursuant to the AssigneeRegistration Rights Agreement, or (e) such that the failure of which to obtain would not have a Material Adverse Effect. All notices, consents, authorizations, orders, filings and thereafter registrations which the residue (if any) shall be refunded Company is required to deliver or obtain prior to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation Closing pursuant to the sale being terminated as aforesaid. b) In the event of any of the consents not being preceding sentence have been obtained from the Developer or made or will be delivered or obtained or effected, and / or Proprietor shall remain in full force and / or State Authorities or other relevant bodieseffect, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely prior to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againClosing.

Consents. (a) The Property is sold At the request of Borrowers and notwithstanding any prohibition under Section 7.10 of the Loan Agreement or any other provision of the Loan Documents to the contrary and, in the case of Delta Search and JMT Financial, in order to confirm the Consents between the Agent and the Parent dated May 7, 2004 (the “Delta Search Consent”) and June 1, 2004 (the “JMT Financial Consent”), respectively: (i) Lenders hereby consent to the establishment of JMT Financial as a Subsidiary of Parent, subject to the Purchaser at own costs undertaking to apply for terms and obtain conditions of this Amendment (which terms supersede those of the consents (if any) required from JMT Financial Consent). It is expressly understood, acknowledged, and agreed that the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing membership interests of JMT Financial held by Parent is an item of Collateral subject to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed applicable provisions of the progress Loan Agreement and the Stock Pledge Agreement. (ii) Lenders hereby consent to the establishment of Delta Search as a Subsidiary of Parent, subject to the terms and conditions of this Amendment (which terms supersede those of the Delta Search consent). It is expressly understood, acknowledged and agreed that the capital stock of Delta Search held by Parent is an item of Collateral, subject to the applicable provisions of the Loan Agreement and the Stock Pledge Agreement. (iii) Lenders hereby consent to the reactivation of Hudson Payroll as a Subsidiary of Parent, subject to the terms and conditions of this Amendment. It is expressly understood, acknowledged and agreed that the capital stock of Hudson Payroll is an item of Collateral, subject to the applicable provisions of the Loan Agreement and the Guarantee and Debenture. (iv) Lenders hereby consent to the establishment of Hudson Recruitment Shanghai as a Subsidiary of Parent, subject to the terms and conditions of this Amendment, effective as of October 1, 2003. Lenders hereby waive any Default or Event of Default that may have occurred under the Loan Documents as a result of the establishment of such applications. No warranty is given by Subsidiary. (b) At the Assignee that request of Borrowers and notwithstanding any prohibition under Section 7.18 of the consents can be obtained, but in the event of:- i) Any Loan Agreement or any other provision of the consents not being obtained from Loan Documents to the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable contrary, Lenders hereby consent to any act of default or omission by the Purchaser) on expiry relocation of the time period prescribed for completion herein; or iioffice of ▇▇▇▇▇▇ Highland Group Search, Inc. and Highland Partners Co. (Canada) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, to the Assignee in its absolute discretionnew address set forth on the updated Schedule 5.7 attached hereto, or iii) The sale herein being set aside provided that the Agent receives a Collateral Access Agreement for any reason whatsoever by such location promptly upon the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount relocation of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidoffice. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject If there are prohibitions against or conditions to the Purchaser at own costs undertaking contribution and conveyance of one or more of the Conveyed Assets without the prior written consent of third parties, including, without limitation, Governmental Authorities (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a material breach of such prohibitions or conditions or would give an outside party the right to apply for and obtain terminate rights of the consents party to whom the applicable assets were intended to be conveyed (if anythe "Beneficial Owner") required from with respect to such portion of the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Conveyed Assets (herein called a "Restriction"), then any provision contained in this Agreement to the Developer contrary notwithstanding, the transfer of title to or interest in each such portion of the Conveyed Assets (herein called the "Restriction Asset") pursuant to this Agreement shall not become effective unless and / until such Restriction is satisfied, waived or Proprietor no longer applies. When and / if such a Restriction is so satisfied, waived or no longer applies, to the State Authorities extent permitted by applicable law and any applicable contractual provisions, the assignment of the Restriction Asset subject thereto shall become effective automatically as of the Closing Date, without further action on the part of any party to this Agreement. Each of the applicable parties to this Agreement that were involved with the conveyance of a Restriction Asset agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or relevant bodies shall be borne and paid acquired by the Purchaser absolutelyany of them. The Purchaser undertakes to keep description of any portion of the Assignee Conveyed Assets as a "Restriction Asset" shall not be construed as an admission that any and / or their solicitors informed Restriction exists with respect to the transfer of such portion of the progress of such applicationsConveyed Assets. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of that any Restriction Asset exists, the applicable party agrees to continue to hold such Restriction Asset in trust for the exclusive benefit of the consents not being obtained from applicable party to whom such Restriction Asset was intended to be conveyed and to otherwise use its reasonable best efforts to provide such other party with the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice benefits thereof, and the party holding such Restriction Asset will enter into other agreements, or take such other action as it may deem necessary, in which event 10% of order to ensure that the successful bid deposited with applicable party to whom such Restriction Asset was intended to be conveyed has the Assignee shall be forfeited absolutely assets and concomitant rights necessary to enable the applicable party to operate such Restriction Asset in all material respects as it was operated prior to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againClosing Date.

Consents. a) The Property is sold subject 7.17.1. Any consent or approval by Lender in any single instance shall not be deemed or construed to the Purchaser be Lender's consent or approval in any like matter arising at own costs undertaking to apply for a subsequent date. Any consent or approval requested of and obtain the consents (if any) required from the Developer and / granted by Lender pursuant hereto or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can other Loan Documents shall be obtainednarrowly construed to be applicable only to Borrower and the matter identified in such consent or approval and no third party shall claim any benefit by reason thereof. Wherever this Agreement, but the Mortgage, the Cash Management Agreement or any other Loan Document refers to the consent or approval of Lender, or provides that any document or Person will be satisfactory or acceptable to Lender or words of similar import, (x) such consent or approval may be given or withheld by Lender, and such document or Person must be satisfactory or acceptable to Lender, in its sole and absolute discretion, unless otherwise expressly provided herein or therein and (y) such consent or approval shall not be effective unless given in writing. Wherever this Agreement, the event of:-Mortgage, the Cash Management Agreement or any other Loan Document refers to the provision of documents or other items being as Lender may require, provides for the selection by Lender of any Person to provide reports or other items hereunder or thereunder or selection by Lender of any means of determining any matter or otherwise refers to terms and conditions hereof being as Lender deems appropriate, any such requirement, selection or determination of appropriateness shall be made by Lender in its sole and absolute discretion, unless expressly provided otherwise herein or therein. The foregoing provisions are intended to be effective whether or not the applicable provision hereof or of any other Loan Document specifies that the applicable consent, approval or other matter is to be determined by Lender in its "sole and absolute discretion" or words of similar import. i) Any of 7.17.2. Wherever in this Agreement, the consents Mortgage, the Cash Management Agreement or any other Loan Document, reference is made to any consent or approval not being obtained from "unreasonably withheld" or words of similar import, the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies same shall be subject deemed to conditions which are include within its meaning (unless expressly provided otherwise) that if such consent or approval is to be granted, the same will occur within a commercially reasonable period of time. If Borrower believes that Lender has improperly failed to grant its consent or approval (or otherwise improperly failed to act as requested by Borrower as described in Section 7.17.1 (e.g., determined that a document is not acceptable to Lender) hereunder or under the Assignee Mortgage, the Cash Management Agreement or any other Loan Document (including, without limitation, by failing to respond within a commercially reasonable period of time) where such consent or approval is required to be given by (or such action which was not taken is in its absolute discretionbreach of) the terms of this Agreement or such other Loan Document, or iii) The sale herein being set aside for any reason whatsoever by the assignee Borrower's sole remedy shall be to obtain declaratory relief in a final, non-appealable judgment determining such withholding to have been improper, whereupon such consent or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, approval shall be deemed given (or such other action described in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction saleSection 7.17.1 shall be deemed taken), and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and Borrower hereby waives all claims for damages or set-off against the deposit and resulting from any withholding of consent or approval (or failure to take any other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever action described in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.Section 7.17.1)

Consents. a) The Property is sold subject to the Purchaser at own costs undertaking to apply for Assignor and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed hereby acknowledge that, under certain conditions, under certain of the progress contracts and agreements described on Schedule 1 hereto, Homestake Mining Company (formerly Felmont Oil Corporation) may have a right of first refusal and a right to consent to certain transfers of Assignor's rights and interests under such applicationsdocuments (the "Homestake Refusal Right"). No warranty is given by the Assignee Without acknowledging that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable transfers made pursuant to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be this Agreement are subject to conditions which are not acceptable to the Homestake Refusal Right, Assignor and Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which casehereby agree as follows: (1a) If Assignor agrees that it will comply with the instructions of Assignee with respect to whether and in the meanwhile the Purchaser has entered into possession what manner Assignor treats any of the property, then the Purchaser is liable at his own costs to reinstate the property assignments described in this Agreement as being subject to the original condition Homestake Refusal Right:; (b) Assignor agrees that it will structure the assignments pursuant to this Agreement in any manner that Assignee reasonably requests, including, without limitation, as at the date a contribution of the auction sale, Transferred Businesses and thereafter peaceably to yield up vacant possession the Assets into a newly-formed subsidiary followed by a transfer of the property to the Assignee within [14] days upon service stock of the notice terminating the salesaid subsidiary; and (2c) The costs / Assignee hereby covenants and agrees to defend, indemnify and hold harmless Assignor and its officers, directors, employees, agents, advisors, representatives, contractors and subcontractors and each of their respective heirs, executors, successors and assigns from and against all claims, liabilities, obligations, losses, fines, costs, royalties, penalties, proceedings, deficiencies, or damages (whether absolute or accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses reasonably and reasonable attorneys' and accountants' fees incurred by in the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses investigation or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event defense of any of the consents not being obtained same or asserting any of their respective rights hereunder, to the extent resulting from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry arising out of the time period prescribed for completion herein, due to reasons attributable to compliance by Assignor with any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract directions or requests made by Assignee in respect of subsections (a) and terminate the sale by giving the Purchaser written notice thereof, in which event 10% (b) of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againthis section.

Consents. a) The Property is sold subject Prior to and after the Purchaser at own costs undertaking to apply for Distribution Date, Crane and obtain the consents Company will, and will cause their respective Subsidiaries to, use their reasonable best efforts (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid as requested by the Purchaser absolutely. The Purchaser undertakes other party) to keep the Assignee that any and / obtain, or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can to cause to be obtained, but all Consents and to resolve any impracticalities of assignments or transfers necessary for the transfer of all Assets, Subsidiaries and Liabilities contemplated to be transferred pursuant to this Article III; provided, however, that none of Crane or the Company or their respective Subsidiaries shall be obligated to pay any consideration or offer or grant any financial accommodation in connection therewith. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, License or Asset if an assignment or attempted assignment of the same without the Consent of any other party or parties thereto or other required Consent would constitute a breach thereof or of any applicable law or in any way impair the rights of any member of the Crane Group or the Company Group thereunder. If any such Consent is not obtained or if an attempted assignment would be ineffective or would impair any member of either Group's rights under any such Contract, License or Asset so that the contemplated assignee hereunder (the "Recipient Party") would not receive all such rights, then (x) the party contemplated hereunder to assign such Contract, License or Asset (the "Assigning Party") will use reasonable best efforts (it being understood that such efforts shall not include any requirement of the Assigning Party to pay any consideration or offer or grant any financial accommodation) to provide or cause to be provided to the Recipient Party, to the extent permitted by law, the benefits of any such Contract, License or Asset and the Assigning Party will promptly pay or cause to be paid to the Recipient Party when received all moneys and properties received by the Assigning Party with respect to any such Contract, License or Asset and (y) the Recipient Party will pay, perform and discharge on behalf of the Assigning Party all of the Assigning Party's Liabilities thereunder in a timely manner and in accordance with the terms thereof. In addition, the Assigning Party will take such other actions (at the Recipient Party's expense) as may reasonably be requested by the Recipient Party in order to place the Recipient Party, insofar as reasonably possible, in the event of:- i) Any same position as if such Contract, License or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including, without limitation, possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to the Recipient Party. If and when such Consents are obtained, the transfer of the consents applicable Contract, License or Asset shall be effected as promptly following the Time of Distribution as shall be practicable in accordance with the terms of this Agreement. To the extent that any transfers and assumptions contemplated by this Article III shall not have been consummated on or prior to the Time of Distribution, the parties shall cooperate to effect such transfers as promptly following the Time of Distribution as shall be practicable, it nonetheless being obtained from the Developer agreed and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission understood by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies parties that neither party shall be subject to conditions which are not acceptable liable in any manner to the Assignee in its absolute discretion, or iii) The sale herein being set aside other party for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event failure of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due transfers contemplated by this Article III to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely consummated prior to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againTime of Distribution.

Consents. (a) The Property is sold subject SunCoke shall use commercially reasonable efforts to obtain the Consents listed on Schedule 4.3. (b) If and to the Purchaser at own costs undertaking to apply for extent that the valid, complete and obtain the consents perfected transfer or assignment of any Operating Asset (if anyincluding any Contract) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed indirectly as part of the progress of such applications. No warranty is given by the Assignee that any contribution of the consents can Gateway Contributed Interest to SXCP would be obtaineda violation of applicable Law, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to require any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Consent in connection with the salecontribution of the Gateway Contributed Interest that have not been obtained or made by the Closing, then, unless the parties shall otherwise mutually determine, the transfer or assignment of such Operating Asset shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Consents have been obtained or made. Notwithstanding the foregoing, any such Operating Assets shall continue to constitute Operating Assets for all other purposes of this Agreement. (c) If any transfer or assignment of any Operating Asset intended to be transferred or assigned hereunder, as well the case may be, is not consummated on or prior to the Closing, then, insofar as reasonably possible, SunCoke or its applicable Subsidiary retaining such Operating Asset shall thereafter hold such Operating Asset for the use, benefit and/or burden of SXCP (at the expense of SunCoke and for the account of SXCP) until such time as such transfer or assignment can be completed; provided, however, that SunCoke or its applicable Subsidiary shall hold such Operating Asset for the use, benefit and/or burden of SXCP at SunCoke’s expense if the reason the transfer or assignment is not consummated is the failure to obtain any Consent. In addition, SunCoke or its applicable Subsidiary shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Operating Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by SXCP in order to place SXCP in a substantially similar position as if such Operating Asset had been transferred or assigned as contemplated hereby and so that all the benefits and burdens relating to such Operating Asset, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Operating Asset, as the case may be, and all costs and expenses related thereto, shall inure from and after the Closing to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidSXCP. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. The Guarantor hereby consents and agrees that any or all of the following actions may be taken or things done without notice to the Guarantor and without affecting, diminishing or releasing the liability of the Guarantor under this Guaranty: (a) The Property is sold subject to time for the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / Borrower's performance of or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that compliance with any of the consents can Obligations all duties or covenants created under or pursuant to any of the Loan Documents may be obtainedaccelerated, but in renewed, modified, released or extended or such performance or compliance may be waived by the event of:-Lender, including, without limitation, the time of payment of the Obligations. i(b) The rate of interest under the Loan Agreement or other evidence of indebtedness may be increased or decreased. (c) Any of the consents not being obtained from acts referred to in any documents, instruments or certificates evidencing or securing the Developer and / Obligations or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable referred to in any act of default or omission the Loan Documents may be performed, in accordance with their terms, by the Purchaser) Borrower or any other party for and or on expiry behalf of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:Borrower. (1d) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses As described therein or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaidherein, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event terms of any of the consents not being obtained from the Developer and / documents, instruments or Proprietor and / certificates evidencing or State Authorities or other relevant bodies, on expiry securing any of the time Obligations or the terms of the Loan Documents may be modified, extended or renewed for any period prescribed for completion hereinthe purpose of adding any provisions thereto or changing in any manner the rights of the Lender or of the Borrower thereunder. (e) The Lender may grant releases, due to reasons attributable compromises and indulgences with respect to any act of default the Obligations or omission any of the Loan Documents to any persons or entities now or hereafter liable thereunder or hereunder. (f) The Lender may release any guarantor or endorser of any of the Obligations, the Loan Documents or any other covenant, obligation or duty guaranteed hereby or referred to herein. (g) The Lender may take or fail to take any action of any type whatsoever without releasing the Guarantor's obligations hereunder or affecting this Guaranty in any way or affording the Guarantor any recourse against the Lender. (h) Any property constituting security of any kind or nature whatsoever now or hereafter held by the Purchaser Lender or non-fulfilment by any person, firm, trustee or corporation on the Purchaser Lender's behalf, or for its account, may be surrendered or exchanged or substituted for collateral of like kind or of any requirements imposed on kind, or such property or security may be otherwise dealt with, and the purchase of low Lender's interest thereunder may be released or low- medium cost propertyremain in effect, all as the Assignee shall be entitledLender, at in its absolute sole discretion, may deem desirable. (i) The Lender may resort to treat such default as a repudiation the Guarantor for payment and performance of any of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% Obligations or any of the successful bid deposited with obligations, duties and covenants created under and pursuant to any of the Assignee shall be forfeited absolutely to Loan Documents whether or not the Assignee as agreed liquidated damages and the Purchaser Lender shall have no claims whatsoever against resorted to any property now or hereafter securing any of the Assigneeundertakings thereunder or any other party primarily or secondarily liable on any of the Obligations or any of the obligations, their solicitors or duties and covenants created under and pursuant to any of the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againLoan Documents.

Consents. (a) The Property Effective as of the Forbearance Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement or any other Credit Document, the Administrative Agent, the Collateral Agent and the Lenders signatories hereto hereby consent to (i) the Required Equity Issuance (and hereby acknowledge and agree that the Required Equity Issuance shall not constitute a Change of Control and will not result in an Event of Default under Section 8.1(k) of the Credit Agreement), (ii) the Initial Equity Issuance Payment, and (iii) the payment of the Goldman Hedge Payoff Amount, the Existing Headquarters Loan Repayment Amount and the Initial Second Lien Prepayment (and hereby waive the requirements of Section 2.14 of the Credit Agreement, solely with respect to the Net Cash Proceeds from Required Equity Issuance, to the extent such proceeds substantially contemporaneously with receipt thereof by or for the account of the Company are used to pay the Goldman Hedge Payoff Amount, the Required Equity Issuance Mandatory Prepayment, the First Lien Lender Fees, the Second Lien Lender Fees, the Existing Headquarters Loan Repayment Amount and the Initial Second Lien Prepayment); provided that the effectiveness of each of the forgoing consents and waivers is sold subject to the Purchaser at own costs undertaking following conditions: (i) the Required Equity Issuance (x) is consummated no later than January 1, 2009, (y) results in the concurrent receipt by the Company in immediately available Dollars of Required Gross Proceeds in an aggregate amount not less than $125,000,000 and (z) is consummated in accordance with the terms and conditions set forth in the respective Investment Agreements and applicable law; (ii) the Required Gross Proceeds are used by the Company solely to apply pay the Restructuring Transaction Costs and, substantially contemporaneously with receipt thereof by or for the account of the Company, to make the Required Equity Issuance Mandatory Prepayment and obtain the consents Initial Second Lien Prepayment; (if anyiii) required from the Developer and / on or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing prior to the Developer First Amendment Effective Date, the Company shall have delivered to the Administrative Agent a funds flow describing the sources and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed uses of the progress of such applications. No warranty is given by Required Gross Proceeds and the Assignee that any of the consents can be obtainedNet Cash Proceeds from Required Equity Issuance, but in the event of:- i) Any of the consents not being obtained from the Developer form and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not substance reasonably acceptable to the Assignee Administrative Agent; (iv) with respect to the Goldman Hedge Payoff Amount, on or prior to the First Amendment Effective Date, the Company shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that such amount has been applied to payment of the Company’s obligations in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever respect of the Existing Hedge Agreements and the Company shall deliver a payoff letter evidencing the payment in full of all amounts due and owing under the Existing Hedge Agreements and the release of all claims against the Company and each other Credit Party by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereofGoldman, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs form and substance reasonable satisfactory to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the saleAdministrative Agent; and (2v) The costs / expenses reasonably incurred the Existing Headquarters Loan shall have been repaid in an amount equal to $3,500,000. (b) Effective as of the Forbearance Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement or any other Credit Document, the Administrative Agent, the Collateral Agent and the Lenders signatories hereto hereby consent to (i) the Incremental Equity Issuance, (ii) the Incremental Equity Issuance Payment and (iii) the Incremental Second Lien Prepayment (and hereby waive the requirements of Section 2.14 of the Credit Agreement solely with respect to the Net Cash Proceeds from the Incremental Equity Issuance to the extent that the Incremental Gross Proceeds substantially contemporaneously with receipt thereof are used to consummate the Incremental Equity Issuance Payment and the Incremental Second Lien Prepayment); provided that the effectiveness of each of the forgoing consents and waivers is subject to the following conditions: (i) the Incremental Equity Issuance (x) is consummated no later than January 1, 2009 and is consummated substantially contemporaneously with the Required Equity Issuance and (y) is consummated on terms and conditions substantially the same as those set forth in the respective Investment Agreements; (ii) the Incremental Gross Proceeds are used by the Assignee in connection Company, substantially contemporaneously with receipt thereof by or for the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price Company, solely to make the Incremental Equity Issuance Payment and the Incremental Second Lien Prepayment; (iii) on or prior to the First Amendment Effective Date, the Company shall have delivered to the Administrative Agent a funds flow describing the sources and uses of the Incremental Gross Proceeds and the Net Cash Proceeds from the Incremental Equity Issuance, in form and substance reasonably acceptable to the Administrative Agent; and (iv) any Incremental Gross Proceeds in excess of $30,000,000 shall be applied substantially contemporaneously with receipt thereof by or for the account of the Company as a mandatory prepayment of the Loans in accordance with Section 2.14 of the Credit Agreement. (c) Effective as of the Forbearance Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement or any other Credit Document, the Administrative Agent, the Collateral Agent and the Lenders signatories hereto hereby consent to the Life Insurance Policy Sale so long as the Net Asset Sale Proceeds of the Life Insurance Policy Sale are promptly delivered to the Administrative Agent to be applied as a mandatory prepayment of the Loans as required pursuant to Section 2.14 of the Credit Agreement; provided that, notwithstanding the foregoing, (i) the aggregate gross proceeds of the Life Insurance Policy Sale shall be in an amount no less than the cash surrender value of the Key-Person Life Insurance Policies set forth in Schedule 5 hereto on the date on which the Company enters into a binding agreement providing for the Life Insurance Policy Sale, and (ii) the Company shall be permitted to retain $7,500,000 of such Net Asset Sale Proceeds (the “Retained Insurance Proceeds”); provided, further, that until the First Amendment Effective Date, all Retained Insurance Proceeds shall be held by the Purchaser Company in a segregated deposit account maintained with the Collateral Agent or with a bank that has entered into an account control agreement with the Collateral Agent, the Second Lien Collateral Agent and the Company in form and substance reasonably satisfactory to the Assignee) and thereafter Collateral Agent (the residue (if any) “Insurance Proceeds Control Agreement”); provided that on the First Amendment Effective Date, the Insurance Proceeds Control Agreement shall be refunded terminated and the Retained Insurance Proceeds shall be released to the Purchaser free of interest. For this purpose, a certificate signed Company for use by any officer the Company for general corporate purposes. (d) Effective as of the Assignee certifying Forbearance Effective Date, and notwithstanding anything to the amount contrary contained in the Credit Agreement or any other Credit Document, the Administrative Agent, the Collateral Agent and the Lenders signatories hereto hereby consent to the Existing Headquarters Mortgage Modification and the transactions contemplated thereby. (e) Effective as of the Forbearance Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement or any other Credit Document, the Administrative Agent, the Collateral Agent and the Lenders signatories hereto hereby consent to the Corresponding Second Lien Agreement; provided that the effectiveness of such expenses consent is subject to the following: (A) the execution and delivery to the Administrative Agent by the Second Lien Collateral Agent on or costs shall be deemed final / conclusive and binding upon prior to the Purchaser. Subject First Amendment Effective Date of the Intercreditor Reaffirmation (as aforesaid, such term is defined below) pursuant to which the Purchaser Second Lien Lenders shall have no further claim agreed that the increase in the Applicable Margin provided for herein shall not apply against the Assignee, their Solicitors or basket of permitted increases therein set forth in the Auctioneer for damages, compensation or any cause whatsoever in relation Intercreditor Agreement and (B) the Second Lien Lender Parties shall have consented to the sale being terminated as aforesaidtransactions contemplated by this Agreement. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. The Shareholder agrees to: (a) The Property is sold subject to the Purchaser at own costs undertaking requirements of Applicable Law, as soon as reasonably practicable inform the Offeror of all information in respect of the Shareholder and the Offeree Shares that the Offeror may reasonably require in order to apply for and obtain comply with the consents (if any) required from requirements of the Developer and / SFC, the Code, the Stock Exchange, the Listing Rules or the Proprietor and / or State Authorities or any other relevant bodies. All sums or dues whatsoever owing Applicable Law in relation to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtainedScheme (including, but not limited to, where the Shareholder has dealt for value in the event of:- i) Any of Shares during the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable period beginning six months prior to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction saleAnnouncement and ending with the latest practicable date prior to the posting of the Scheme Document, the details (including dates and prices) as required under paragraph 4 of Schedule I to the Code), and thereafter peaceably as soon as reasonably practicable notify the Offeror in writing of any material change in the accuracy or import of any such information and consent to yield up vacant possession the public disclosure, if required, of such information; (b) the issue of the property Announcement with the details of this Deed and references to the Assignee Shareholder set out therein, provided that (where it is reasonably practicable to do so within [14] days upon service the applicable deadline prescribed by any Applicable Law or Authority for its issue) the Shareholder shall be provided an opportunity to review the disclosure in relation to this Deed and references to the Shareholder set out therein before the issue of the notice terminating Announcement; (c) the saledetails of this Deed and references to the Shareholder being set out in any other announcement in respect of the Scheme and in the Scheme Document, provided that (where it is reasonably practicable to do so within the applicable deadline prescribed by any Applicable Law or Authority for its issue) the Shareholder shall be provided an opportunity to review the disclosure in relation to this Deed and references to the Shareholder set out therein before the issue of any such announcement and the Scheme Document; and (2d) The costs / expenses reasonably incurred this Deed being available for inspection during the offer period as required by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidCode. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject to To the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee extent that any and / contract or their solicitors informed permit is not by its terms assignable or requires the consent of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / a third party or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Governmental Entity in connection with the saletransactions contemplated herein, as well as the costs execution and delivery of this Agreement shall not constitute a transfer, contribution or assignment thereof, an attempted transfer, contribution or assignment thereof, or an agreement to reinstate damage effect such transfer, contribution or assignment, if such transfer, contribution or assignment, attempted transfer, contribution or assignment, or agreement would constitute a breach thereof. Prior to Closing, each of Buyer and Seller shall use reasonable best efforts to obtain consents of third parties and Governmental Entities in connection with the transactions contemplated hereby and all fees and expenses related to all third party consents and Governmental Entities in connection with the transactions contemplated hereby (if any) including with respect to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if anyShared Contracts) shall be refunded paid by the parties in accordance with their Responsible Share Percentages (with it being understood and agreed that, unless one party agrees to bear the Purchaser free of interest. For this purpose, a certificate signed by any officer portion of the Assignee certifying consent fee or expense in excess thereof, any consent fee or expense in excess of $5,000 shall not be agreed to without the amount consent of such expenses or costs both parties); provided further that Seller’s obligations pursuant to this sentence shall be deemed final / conclusive and binding upon satisfied at the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation Closing to the sale being terminated as aforesaid. b) In the event of extent any of the consents not being obtained such fees and expenses are deducted from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry Equity Value Amount (including through the calculation of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereofShared Expense Amount), in which event 10% case Buyer and Buyer Sub shall be responsible for paying all such fees and expenses. Buyer acknowledges that, without hereby waiving the condition set forth in Section 2A(v) of this Agreement, certain consents in connection with the transactions contemplated hereby may not be obtained by the parties prior to Closing and Seller and its Subsidiaries shall not be obligated to transfer, contribute or assign (or cause to be transferred, contributed or assigned), in whole or in part, any contract, permit or other asset to Buyer or any member of the successful bid deposited with Paper Group until such time as all consents of any Person or Governmental Entity necessary for the Assignee shall legal transfer and/or assumption thereof are obtained or delivered. If the transfer, sale or assignment of any contract, permit or other asset intended to be forfeited absolutely transferred, contributed or assigned hereunder, in whole or in part, is not consummated at the Closing, then Seller and its Subsidiaries shall, unless otherwise agreed in writing by Buyer, thereafter hold such contract, permit or other asset for the use and benefit, insofar as commercially reasonably practicable and to the Assignee as agreed liquidated damages extent it may lawfully do so, of Buyer (at Buyer’s expense), but only to the extent of the portion of such contract, permit or other asset that is to be transferred, contributed or assigned in accordance with this Agreement. In addition, to the extent permitted by law and to the extent otherwise permissible in light of the terms of such contract, permit or other asset, Seller and its Subsidiaries retaining such contract, permit or other asset shall take such other actions in order to place Buyer and the Purchaser shall have no claims whatsoever against Paper Group, after the AssigneeClosing, their solicitors or the Auctioneer in relation insofar as commercially reasonably practicable and to the sale being terminated extent it may lawfully do so, in the same position as aforesaidif such contract, permit or other asset had been transferred, contributed or assigned as contemplated hereby and so that all the benefits and burdens relating to such contract, permit or other asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer and the Paper Group. The Assignee To the extent permitted by law and to the extent otherwise permissible in light of the terms of such contract, permit or other asset, Buyer shall be entitled to, and shall be responsible for, the management and the benefits and burdens of any contract, permit, or other asset not yet transferred, contributed or assigned to put up them as a result of a consent of another Person or Governmental Entity having not yet been obtained. Each of the property parties hereto agrees that until a contract, permit or other asset is transferred, contributed, or assigned to Buyer, Buyer shall indemnify and hold harmless Seller and its Subsidiaries from such liabilities as though such contract, permit or other asset had been transferred, contributed or assigned at the Closing. If any consent necessary for re-sale againthe transfer, contribution or assignment of a contract, permit or other asset is obtained after the Closing, the transfer, contribution and/or assumption of the applicable contract, permit or other asset shall be promptly effected in accordance with the terms of this Agreement, without payment of additional consideration.

Consents. a) The Property is sold subject Notwithstanding any other provision of this Agreement, this Agreement does not effect an assignment of any Included Contract if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or would be ineffective with respect to any party thereto. As to any such Included Contract, the Sellers and the Purchaser will use Commercially Reasonable Efforts to obtain as promptly as practicable after the Closing the consent of the other parties to the assignment of such Included Contract or, if required, novation thereof to the Purchaser at own costs undertaking or, alternatively, written confirmation from such parties reasonably satisfactory to apply for the Sellers and obtain the consents (if any) required from Purchaser that such consent is not required. In no event, however, will the Developer and / Sellers or the Proprietor and / any of their Affiliates be obligated to pay any money to any Person or State Authorities to offer or grant other financial or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable accommodations to any act of default Person in connection with obtaining any consent, waiver, confirmation, novation or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / approval with respect to any such Included Contract. If any consent, waiver, confirmation, novation or State Authorities or other relevant bodies shall be subject approval is not obtained with respect to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the propertysuch Included Contract, then the Sellers and the Purchaser is liable at his own costs will cooperate to reinstate the property establish an agency type or other similar arrangement reasonably satisfactory to the original condition as at Sellers and the date Purchaser under which the Purchaser would obtain, to the extent practicable, all rights, and assume the corresponding Liabilities thereunder (including by means of subcontracting, sublicensing or subleasing arrangement) or under which the Sellers would enforce, for the benefit of the auction salePurchaser, with the Purchaser assuming and thereafter peaceably agreeing to yield up vacant possession pay the Sellers’ Liabilities and expenses, any and all rights of the property Sellers against a third party to any such Included Contract. In such event (i) the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded Sellers will promptly pay to the Purchaser free of interest. For when received all moneys relating to the period on or after the Closing Date received by it under any Included Contract not transferred pursuant to this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive Section 2.13 and binding upon the Purchaser. Subject as aforesaid, (ii) the Purchaser shall have no further claim against will promptly pay, perform or discharge when due any Liabilities arising thereunder after the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation Closing Date but not transferred to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due Purchaser pursuant to reasons attributable to any act of default or omission this Section 2.13. The failure by the Purchaser or non-fulfilment the Sellers to obtain any required consent, waiver, confirmation, novation or approval with respect to any Included Contract will not relieve any party from its obligation to consummate at the Closing the transactions contemplated by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againthis Agreement.

Consents. a) The Property Whenever the consent, approval, judgment or determination of Landlord is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / permitted under any provision of this Lease, Landlord may exercise its good faith business judgment in granting or State Authorities withholding such consent or other relevant bodies. All sums approval or dues whatsoever owing to the Developer and / in making such judgment or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable determination without reference to any act extrinsic standard of default reasonableness, unless the provision for such consent, approval, judgment or omission by determination specifies that Landlord’s consent or approval is not to be unreasonably withheld, or that such judgment or determination is to be reasonable, or otherwise specifies the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject standards under which Landlord may withhold its consent. If it is determined that Landlord failed to conditions which are not acceptable give its consent where it was required to the Assignee in its absolute discretiondo so under this Lease, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee Tenant shall be entitled to put up specific performance but not to monetary damages for such failure. Landlord’s actual reasonable costs and expenses (including architects’, attorneys’, engineers’ and other consultants’ fees) incurred in the property consideration of, or response to, a request by Tenant for re-sale againany Landlord consent, including consents to an assignment, a subletting or the presence or use of a Hazardous Materials, shall be paid by Tenant upon receipt of an invoice and supporting documentation therefor. Landlord’s consent to any act, assignment or subletting shall not constitute an acknowledgment that no Event of Default by Tenant of this Lease exists, nor shall such consent be deemed a waiver of any then existing Event of Default, except as may be otherwise specifically stated in writing by Landlord at the time of such consent. The failure to specify herein any particular condition to Landlord’s consent shall not preclude the imposition by Landlord at the time of any future consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days after such request. The review or approval by Landlord of any item to be reviewed or approved by Landlord under the terms of this Lease shall not impose upon Landlord any liability for accuracy or sufficiency of any such item or the quality or suitability of such item for its intended use. Any such review or approval is for the sole purpose of protecting Landlord’s interest in the Premises or under this Lease, and no third parties, including Tenant or the representatives and visitors or Tenant or any person or entity claiming by, through or under Tenant, shall have any rights hereunder.

Consents. aSeller will use all reasonable efforts to identify, with respect to all Properties, the names and current addresses of parties for the Consents that are identified on Exhibit 4.1(g). Within five (5) The Property days after the execution of this Agreement, Seller will request, from the parties identified (and in accordance with the documents creating such rights), execution of the Consents. Seller shall provide Buyer with copies of such requests and of all responses and other correspondence related thereto. Any property for which there is sold an outstanding Consent shall be considered to have a Defect; provided however, the Properties subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required such outstanding Consent shall be excluded from the Developer transaction contemplated hereby (and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies Purchase Price shall be borne and paid reduced by the Purchaser absolutely. The Purchaser undertakes to keep Allocated Amount for the Assignee that any and / or their solicitors informed portion of the progress of Properties so excluded but said reduction in Purchase Price shall not be applied towards the Defect Threshold or Sections 8.1(c) and 8.2(c)) unless Buyer waives the requirement that such applications. No warranty is given by the Assignee that any of the consents can Consent be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event Buyer waives the requirement to obtain the Consent, Buyer shall indemnify and hold the Seller and Seller’s Indemnitees harmless from and against all (and shall release and waive any claims against or remedies from the Seller or Seller’s Indemnities as to any) claims, actions, causes of any action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys’ fees) whatsoever that arise out of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry failure to obtain such waived Consent with respect to any transfer by Seller to Buyer of the time period prescribed for completion herein, due portion of the Properties subject to reasons attributable such waived Consent and with respect to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost propertysubsequent transfers thereof WHETHER OR NOT SUCH CLAIMS, the Assignee shall be entitledACTIONS, at its absolute discretionCAUSES OF ACTION, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereofLIABILITIES, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the AssigneeDAMAGES, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againLOSSES, COSTS OR EXPENSES ARISE OUT OF NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY.

Consents. a) The Property property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies except those mentioned in Clause 10(a) shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of: a any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (other than for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any completion: or b any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The ; or c the sale herein being set aside for any reason whatsoever by the assignee Assignee or by an Order of Court; Then then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If : - if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] 7 days upon service of the notice terminating the sale; and (2) The costs / and - the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or solicitors nor the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) . In the event of any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment fulfillment by the Purchaser of any requirements imposed on the purchase of low or low- low-medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a(i) The Before Closing, Seller shall use reasonable efforts (which shall not require the payment of money to third Persons) to obtain all Consents. If Seller is unable to obtain a Consent (other than a Hard Consent), then Seller and Buyer shall proceed to Closing as to the portion of the Property is sold affected by the un-obtained Consent without adjustment to the Purchase Price, subject to the Purchaser further obligations of Seller and Buyer set forth in this Section 5.5.2(b). After Closing, Seller shall attempt to obtain any un-obtained Consents (which shall not require the payment of money to third Persons), including Consents alleged by third Persons or identified after Closing, and Buyer shall provide reasonable assistance to Seller. If Seller is unable to obtain such Consents on or before the Final Settlement Date, then Buyer shall retain ownership of the affected portion of the Property. (ii) If Seller fails to obtain a Consent prior to Closing and the failure to obtain such consent would cause (or give the lessor or grantor the right to cause) (A) the assignment of the portion of the Property affected thereby to Buyer to be void or (B) the termination of the Lease affected thereby under the express terms thereof (each, a “Hard Consent”), then, in each such case, the affected portion of the Property shall be excluded from the Property to be acquired by Buyer at own costs undertaking Closing hereunder and the Purchase Price shall be reduced by the Allocated Value of the portion of the Property so excluded. In the event that a Hard Consent (with respect to apply any applicable portion of the Property excluded pursuant to this Section 5.5.2(b)(ii) that was not obtained prior to Closing is obtained prior to the Final Settlement Date, then, Buyer shall purchase, within ten (10) days after such Hard Consent is obtained, such portion of the Property so excluded as a result of such previously un-obtained Hard Consent under the terms of this Agreement for and obtain the consents amount (if any) required from by which the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Purchase Price was reduced at Closing due to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed exclusion of such portion of the progress of Property (as such applications. No warranty amount is given by the Assignee that any appropriately adjusted in accordance with Section 2.2 with respect to such portion of the consents can be obtainedProperty), but in the event of:- i) Any and Seller shall assign to Buyer such portion of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable Property pursuant to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable an assignment, in a form substantially similar to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidAssignment. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject Notwithstanding anything to the Purchaser contrary in this Agreement, any Real Property Lease, Equipment Lease, Transferred License, Restricted Software, Permit, Assumed Contract, Contract or right which is not assignable or transferable without the consent of any Person other than Seller, the Asset Selling Entities, the Transferred Subsidiaries or any other Subsidiary of Seller or Buyer shall not be transferred to Buyer at own costs undertaking the Closing, to apply for the extent that such consent shall not have been given prior to the Closing; provided, however, that each of the Seller Entities and Buyer shall have the continuing obligation after the Closing to use reasonable best efforts at Seller’s sole cost and expense to obtain all necessary consents to the assignment or transfer thereof. Upon obtaining the requisite third-party consents (thereto, Seller shall, and shall cause each applicable Asset Selling Entity to, promptly sell, convey, assign, transfer and deliver to Buyer such Real Property Leases, Equipment Leases, Transferred Licenses, Restricted Software, Permits, Assumed Contracts, Contracts or rights, if any) required from otherwise includable in the Developer and / Purchased Assets or the Proprietor and / transactions contemplated hereby. (b) With respect to any Real Property Lease, Equipment Lease, Transferred License, Permit, Assumed Contract, Contract or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee right that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but included in the event of:- i) Any of the consents Purchased Assets but not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable assigned to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as Buyer at the date Closing by reason of Section 2.6(a), after the auction saleClosing, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and for at least two (2) The years thereafter, Seller and Buyer shall cooperate with each other, upon written request of Buyer, in endeavoring to obtain for Buyer, a lawful and reasonable arrangement with respect thereto to provide for Buyer substantially comparable benefits (including economics) therein, including, if applicable, Buyer conducting operations in a leased facility of Seller prior to obtaining consent to assignment of the lease for such facility. In any such arrangement, (x) Buyer will solely to the extent of Buyer’s use, or receipt of benefits, thereof (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear all Taxes with respect thereto or arising therefrom, (iii) be solely entitled to all benefits thereof, economic or otherwise, and (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof, and (v) promptly reimburse the reasonable costs / and expenses reasonably incurred of the Seller and its Affiliates arising from Buyer’s use, or receipt of the benefits, thereof, and (y) Seller will, and will cause each Asset Selling Entity to, enforce the rights granted to Buyer under this Section 2.6. (c) Buyer acknowledges that certain consents to the transactions contemplated by this Agreement may be required from parties to the Assignee Real Property Leases, Equipment Leases, Transferred Licenses, Permits, Assumed Contracts, Contracts or rights and that such consents may not be obtained. Subject to Seller’s compliance with the terms of this Agreement, including Sections 2.6(a) and 2.6(b), and without limiting Seller’s representations and warranties in Article III hereof, Buyer agrees that neither the Seller nor any of its Affiliates shall have any liability whatsoever solely arising out of the failure to obtain any consents that may be required in connection with the saletransactions contemplated by this Agreement or solely because of the default under, or acceleration of, any Real Property Lease, Equipment Lease, Transferred License, Permit, Assumed Contract, Contract or right, as well as a result thereof. (d) Within ninety (90) days after the costs execution of this Agreement, Seller shall provide the Buyer with a list of all Shared Contracts, indicating which of such Shared Contracts may be assigned in part, pursuant to reinstate damage its terms, without the consent of the counterparty thereto or other conditions, including the payment of a transfer or other fee (if anythe “Assignable Shared Contracts”). Within thirty (30) days after receipt thereof, the Buyer will provide the Seller with written notice of those Assignable Shared Contracts that the Buyer desires to assume in part. Each such Assignable Shared Contract for which the Buyer provides written notice of its desire to assume in part shall thereafter be deemed to be an Assumed Contract hereunder and the Seller shall partially assign to the property caused Buyer as of the Closing such Contract in accordance with its terms. (e) With respect to each Shared Contract identified pursuant to the first sentence of subsection (d) above that is not an Assignable Shared Contract (the “Non-Assignable Shared Contracts”), the Buyer will also, within thirty (30) days after receipt thereof, provide the Seller with written notice of those Non-Assignable Shared Contracts that the Buyer desires to assume in part. Each party shall use its reasonable best efforts prior to the Closing to cause the counterparty to each such Non-Assignable Shared Contract to consent to the partial assignment of such Non-Assignable Shared Contract to the Buyer, or to otherwise enter into a new Contract with the Buyer on substantially the same terms as exist under the applicable Shared Contract, in each case as of the Closing. Each such Non-Assignable Shared Contract for which the parties have received consent to the partial assignment shall thereafter be deemed to be an Assumed Contract hereunder and the Seller shall partially assign to the Buyer as of the Closing such Contract in accordance with its terms. The Seller shall not take any action to terminate prior to its expiration any Non-Assignable Shared Contract which has been identified by the Purchaser Buyer as one it desires to assume pursuant to this subsection (e), or take any action or fail to take any action that would permit the other party to any such Non-Assignable Shared Contract to terminate prior to its expiration such Shared Contract, in possession thereof shall be deducted and set-off against the deposit and other monies (if anyeach case, paid herein towards account of the purchase price by the Purchaser prior to the Assigneedate that is twelve (12) and thereafter months after the residue (if any) Closing Date. Notwithstanding the foregoing, the Seller shall not be refunded required to partially assign to the Purchaser free of interest. For this purpose, a certificate signed by any officer of Buyer at the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of Closing any of the consents Non-Assignable Shared Contracts for which consent has not being obtained been obtained. (f) With respect to each Non-Assignable Shared Contract for which the arrangements described in subsection (e) above could not be entered into prior to the Closing, Seller agrees to continue to use its reasonable best efforts from and after the Developer Closing Date until the date that is two (2) years following the Closing Date to cause the counterparty to each such Non-Assignable Shared Contract to consent to the partial assignment of such Non-Assignable Shared Contract to the Buyer, or to otherwise enter into a new Contract with the Buyer on substantially the same terms as exist under the applicable Shared Contract. Until any such consent or new Contract is obtained, the Seller and / or Proprietor the Buyer will use reasonable best efforts to cooperate for two (2) years following the Closing, in any lawful and / or State Authorities or other relevant bodiesreasonable arrangement, on expiry to the extent such cooperation would not result in a breach of the time period prescribed terms of such Non-Assignable Shared Contract, and not prohibited under applicable law, which will provide the Buyer the obligations and benefits of any such Non-Assignable Shared Contract with respect to the Devices & Services Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the Buyer any or all of the Seller’s rights and obligations with respect to such Non-Assignable Shared Contract with respect to the Devices & Services Business. In any such arrangement, (x) Buyer will solely to the extent of Buyer’s use, or receipt of benefits, thereof (i) bear the sole responsibility for completion hereinof the work or provision of goods and services, due (ii) bear all Taxes with respect thereto or arising therefrom, (iii) be solely entitled to reasons attributable all benefits thereof, economic or otherwise, and (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof, and (v) promptly reimburse the reasonable costs and expenses of the Seller and its Affiliates arising from Buyer’s use, or receipt of the benefits, thereof, and (y) Seller will, and will cause each Asset Selling Entity to, enforce the rights granted to any act of default Buyer under this Section 2.6(f). If and when such consents or omission by the Purchaser approvals are obtained or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost propertysuch other required actions have been taken, the Assignee shall partial assignment of such Non-Assignable Shared Contract will be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, effected in which event 10% of the successful bid deposited accordance with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againterms of this Agreement.

Consents. Due Execution; Delivery and Performance of the Agreement. Except as otherwise disclosed in Schedule 5.3, TriPath's execution, delivery and performance of this Agreement (a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents has been duly authorized under Delaware law by all requisite corporate action by TriPath, (if anyb) required from the Developer and / will not violate any law or the Proprietor and / Restated Certificate of Incorporation, as amended or State Authorities Restated By-laws of TriPath or any other corporation of which TriPath owns at least 50% of the outstanding voting stock (a "TriPath Subsidiary") or any provision of any material indenture, mortgage, agreement, contract or other relevant bodies. All sums material instrument to which TriPath or dues whatsoever owing any TriPath Subsidiary is a party or by which any of their respective properties or assets is bound as of the date hereof or (c) require any consent by any person or entity under, constitute or result (upon notice or lapse of time or both) in a breach of any term, condition or provision of, or constitute a default or give rise to any right of termination or acceleration under any such indenture, mortgage, agreement, contract or other material instrument or result in the Developer and / creation or Proprietor and / imposition of any lien, security interest, mortgage, pledge, charge or the State Authorities other encumbrance, of any material nature whatsoever, upon any properties or relevant bodies shall be borne and paid by the Purchaser absolutelyassets of TriPath or any TriPath Subsidiary. The Purchaser undertakes to keep the Assignee that any issuance, sale and / or their solicitors informed delivery of the progress of such applications. No warranty is given by Shares in accordance with this Agreement, and the Assignee that any issuance and delivery of the consents can be obtainedWarrant Shares (and, but if applicable, the shares of Common Stock issuable upon conversion of Nonvoting Preferred Stock), have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of TriPath. The Shares when so issued, sold and delivered against payment therefor in accordance with the event of:- i) Any provisions of this Agreement, and the Warrant Shares, when issued upon exercise of the consents not being obtained from Warrants (and, if applicable, the Developer shares of Common Stock issuable upon conversion of the Nonvoting Preferred Stock), will be duly and / or Proprietor validly issued, fully paid and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission non-assessable. Upon its execution and delivery, and assuming the valid execution thereof by the Purchaser) on expiry , the Agreement will constitute a valid and binding obligation of the time period prescribed for completion herein; or ii) Any of the consents from the Developer TriPath, enforceable against TriPath in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and / or State Authorities or other relevant bodies shall contracting parties' rights generally and except as enforceability may be subject to conditions which are not acceptable to the Assignee general principles of equity (regardless of whether such enforceability is considered in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee a proceeding in equity or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidlaw). b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. aIf ASSIGNOR is unable before Closing to obtain the required Consents, then: (i) The ASSIGNOR and ASSIGNEE by written agreement may proceed with Closing as to the portion of the Property is sold affected by the unobtained Consents, including any Required Consents, subject to the Purchaser at own costs undertaking further obligations of ASSIGNOR and ASSIGNEE set forth in Section 5.5.3(b) in the event that such Consents are ultimately denied after Closing; or (ii) If the parties do not agree to apply for proceed in accordance with Section 5.5.2(b)(i), then, (A) with respect to any Consent that is not a Required Consent, then ASSIGNOR and obtain ASSIGNEE will proceed with Closing as to the consents portion of the Property affected by such unobtained Consents, subject to the further obligations of ASSIGNOR and ASSIGNEE set forth in Section 5.5.3(b) in the event that such Consents are ultimately denied after Closing and (if anyB) required subject to the proviso in this sentence, with respect to any Consent that is a Required Consent, either ASSIGNOR or ASSIGNEE may elect to exclude the portion of the Property affected by such unobtained Required Consent from the Developer transaction under this Agreement, adjust the Purchase Price by the Allocated Value of the excluded portion of the Property, and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing proceed with Closing as to the Developer and / or Proprietor and / or remainder of the State Authorities or relevant bodies Property; provided, however, that in the event ASSIGNOR exercises this exclusion right, ASSIGNEE shall be borne and paid by have the Purchaser absolutely. The Purchaser undertakes right, but not the obligation, to elect to keep the Assignee that any and / or their solicitors informed affected portion of the progress Property in the transaction and the parties will proceed with Closing as to the portion of such applications. No warranty is given the Property affected by the Assignee that any unobtained Required Consents subject to the further obligations of the consents can be obtained, but ASSIGNOR and ASSIGNEE set forth in Section 5.5.3(b) in the event of:- i) Any that such Required Consents are ultimately denied after Closing. If the unobtained Required Consents affect all or a portion of a unitized, communitized or pooled Property, for purposes of this clause, the affected portion of the consents not being obtained from Property shall be deemed to be the Developer and / entire unitized, communitized or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by pooled Property. If the Purchaser) on expiry affected portion of the time period prescribed for completion herein; or ii) Any Property was excluded at Closing, but ASSIGNOR obtains such Required Consent on or before the Final Settlement Date, ASSIGNOR shall convey the affected portion of the consents from Property to ASSIGNEE, effective as of the Developer Effective Date, and / or State Authorities or other relevant bodies ASSIGNEE shall pay to ASSIGNOR the Allocated Value of the affected portion of the Property, adjusted pursuant to Section 2.2. Unless and until the affected portion of this Property is conveyed to ASSIGNEE in accordance with the preceding sentence, the affected portion of the Property shall be subject deemed to conditions which are not acceptable to the Assignee in its absolute discretion, orbe an Excluded Asset. (iii) The sale herein being set aside for For purposes of this Agreement, “Required Consent” shall mean each of the following Consents: (A) any reason whatsoever by Consent, the assignee or by an Order of Court; Then the Assignee is absolutely entitled failure to terminate the sale by giving the Purchaser written notice thereof, in obtain which case: would cause (1) If in the meanwhile the Purchaser has entered into possession assignment to ASSIGNEE of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date portion of the auction sale, and thereafter peaceably Property affected thereby to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.void or

Consents. a) The Property is sold subject to To the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee extent that any and / contract or their solicitors informed permit is not by its terms assignable or requires the consent of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / a third party or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Governmental Entity in connection with the saletransactions contemplated herein, as well as the costs execution and delivery of this Agreement shall not constitute a transfer, sale or assignment thereof, an attempted transfer, sale or assignment thereof, or an agreement to reinstate damage effect such transfer, sale or assignment, if such transfer, sale or assignment, attempted transfer, sale or assignment, or agreement would constitute a breach thereof. Buyer acknowledges that, without hereby waiving the condition set forth in Section 2B(x) of this Agreement, certain consents to the transfer, sale and assignment of certain Purchased Assets may not be obtained by the parties prior to Closing and Seller and its Subsidiaries shall not be obligated to transfer, sale or assignment (if anyor cause to be transferred, sold or assigned) to Buyer until such time as all consents of any Person or Governmental Authority necessary for the property caused legal transfer and/or assumption thereof are obtained or delivered. If the transfer, sale or assignment of any Purchased Asset or any Assumed Liability intended to be transferred, sold or assigned hereunder is not consummated at the Closing, then Seller and its Subsidiaries shall, unless otherwise agreed in writing by Buyer, thereafter hold such Purchased Asset, Assumed Liability or Other Used Asset for the Purchaser use and benefit, insofar as commercially reasonably practicable and to the extent it may lawfully do so, of Buyer (at Buyer’s expense). In addition, to the extent permitted by law and to the extent otherwise permissible in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account light of the purchase price by the Purchaser terms of such contract, agreement or Permit, Seller and its Subsidiaries retaining such Purchased Assets and Assumed Liabilities shall take such other actions in order to place Buyer, insofar as commercially reasonably practicable and to the Assignee) extent it may lawfully do so, in the same position as if such Purchased Asset, such Assumed Liability or such Other Used Asset had been transferred, sold or assigned as contemplated hereby and thereafter so that all the residue (if any) shall be refunded benefits and burdens relating to such Purchased Asset, such Assumed Liability or such Other Used Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to Buyer. To the extent permitted by law and to the Purchaser free of interest. For this purpose, a certificate signed by any officer extent otherwise permissible in light of the Assignee certifying the amount terms of such expenses contract, agreement or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaidPermit, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee Buyer shall be entitled to, and shall be responsible for, the management and the benefits and burdens of any Purchased Asset, any Assumed Liability or any Other Used Asset not yet transferred to put up or assumed by it as a result of a consent of another Person or Governmental Authority having not yet been obtained. Each of the property parties hereto agrees that until an Assumed Liability is assumed by Buyer, Buyer shall indemnify and hold harmless Seller and its Subsidiaries from such liabilities as though they were Assumed Liabilities. If any consent necessary for re-the transfer, sale againor assignment of a Purchased Asset, Assumed Liability or Other Used Asset is obtained after the Closing, the transfer and assumption of the applicable Purchased Asset, Assumed Liability and/or Other Used Asset shall be promptly effected in accordance with the terms of this Agreement and/or the other applicable Ancillary Agreement, without the payment of additional consideration. Nothing in this Section 8E shall require the transfer to Buyer of any Other Used Asset to the extent such Other Used Asset was not required to be transferred to Buyer pursuant to any other section of this Agreement and in no event shall Buyer have any greater rights in respect of an Other Used Asset by application of this Section 8E than the Enterprise Group had (relative to Seller’s Other Businesses) prior to Closing.

Consents. (a) The Property is sold subject Notwithstanding any other provision of this Agreement, this Agreement does not constitute an agreement to sell, convey, assign, assume, transfer or deliver any interest in any Purchased Asset, or any claim, right, benefit or obligation arising thereunder or resulting therefrom if a sale, conveyance, assignment, assumption, transfer or delivery, or an attempt to make such a sale, conveyance, assignment, assumption, transfer or delivery, without the Consent of a third party would (i) constitute a breach or other contravention of the rights of such third party, (ii) would be ineffective with respect to any party to a Contract concerning such Purchased Asset or (iii) would, upon transfer, in any way adversely affect the rights of the Purchaser under such Purchased Asset. If the sale, conveyance, assignment, transfer or delivery by the Seller to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / interest in, or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment assumption by the Purchaser of any requirements imposed on Liability under, any Purchased Asset requires the purchase Consent of low a third party, then such sale, conveyance, assignment, transfer, delivery or low- medium cost propertyassumption will be subject to such Consent being obtained. Without limiting Section 2.13(b), if any Contract included in the Purchased Assets may not be assigned to the Purchaser by reason of the absence of any such Consent, the Assignee Purchaser will not be required to assume any Assumed Liability arising under such Contract. (b) If any Consent in respect of a Purchased Asset has not been obtained on or before the Closing Date, the Seller will continue to use its best efforts to obtain such Consent as promptly as practicable after the Closing until such time as such Consent has been obtained, and to cooperate in any lawful and reasonable arrangement which will provide the Purchaser the benefits of any such Purchased Asset, including subcontracting, licensing or sublicensing to the Purchaser any or all of the Seller’s rights with respect to such Purchased Asset and including the enforcement for the benefit of the Purchaser of any and all rights of the Seller against a third party thereunder; provided, however, that the amount that the Seller shall compensate the Purchaser pursuant to any such subcontract, license or sublicense shall be entitledan “Economically Neutral” amount with respect to the revenue, at its absolute discretionincome, or commission, as the case may be, the Seller receives from the contractual counterparty. “Economically Neutral” is intended to treat such default as a repudiation of mean (i) the contract and terminate the sale by giving net amount the Purchaser written notice thereofwould have received from the contractual counterparty to such Contract if that Contract had been assigned to Purchaser at Closing as contemplated by this Agreement, and (ii) that Seller shall have no out-of-pocket expense in which event 10% cooperating in such arrangement. Once a Consent for the sale, conveyance, assignment, assumption, transfer and delivery of a Purchased Asset is obtained, the successful bid deposited with the Assignee shall be forfeited absolutely Seller will promptly assign, transfer, convey and deliver such Purchased Asset to the Assignee as agreed liquidated damages Purchaser, and the Purchaser shall have no claims whatsoever against will assume the Assignee, their solicitors or the Auctioneer in relation obligations under such Purchased Asset assigned to the sale being terminated as aforesaidPurchaser from and after the date of assignment to the Purchaser pursuant to an assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement, which assignment and assumption agreement the parties will prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to the Purchaser. The Assignee shall If and when such Consents are obtained or such other required actions have been taken, the transfer of such Purchased Asset will be entitled to put up effected in accordance with the property for re-sale againterms of this Agreement.

Consents. In furtherance of the parties obligations set forth in Section 7.2, the parties further agree that the Sellers shall retain, until such time as all consents or approvals listed on Schedule 3.5 shall have been obtained by the Sellers, all rights to and liabilities under any Specified Contract to which any required consent or approval listed on Schedule 3.5 pertains if such consent or approval has not been obtained prior to Closing (or with respect to any such Specified Contract included in the Second Closing Assets, prior to the Second Closing) (in each case, the "Deferred Contract"). Until the assignment of the Deferred Contract, (a) The Property is sold subject the Sellers shall continue to use all commercially reasonable efforts and the Buyer shall cooperate with the Sellers to obtain all required consents or approvals to remove any other impediments to such assignment, and (b) the Sellers shall cooperate with the Buyer (and the Buyer shall cooperate with the Sellers) in any arrangement to provide (to the Purchaser at own costs undertaking to apply for and obtain extent permitted without breach of such Deferred Contract or Applicable Law) that the consents (if any) required from Buyer shall receive the Developer and / benefits of such Deferred Contract after the Closing Date or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Second Closing Date, as the case may be, to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of same extent as if such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable Deferred Contract had been assigned to the Assignee in its absolute discretionBuyer (such arrangement, or iii) The sale herein being set aside for any reason whatsoever by an "Alternative Arrangement"). To the assignee extent that the Buyer receives such benefits, the Buyer shall assume the Sellers' obligations and liabilities thereunder arising on or by an Order of Court; Then after the Assignee is absolutely entitled Closing Date with respect to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction salesuch Alternative Arrangement, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted such extent such obligations and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs liabilities shall be deemed final / conclusive to constitute Specified Liabilities and binding upon the PurchaserBuyer shall perform any such obligations of the Sellers arising under such Alternative Arrangement (to the extent permitted without breach of the relevant Deferred Contract or Applicable Law). Subject as aforesaidIf, subsequent to the Closing (or the Second Closing, with respect to the Second Closing Assets), the Purchaser Sellers shall obtain all required consents or approvals required to assign any Deferred Contract, the Deferred Contract for which consent or approval to assign has been obtained shall at that time be deemed to be conveyed, granted, bargained, sold, transferred, setover, assigned, released, delivered and confirmed to the Buyer and assumed by the Buyer, without need of further action by the Sellers or of further documentation except for notice from the Sellers to the Buyer that such consent or approval has been obtained; and from and after the effective date such Deferred Contract is assigned to the Buyer, (x) no party shall have no any further claim against liability under the AssigneeAlternative Arrangement related thereto, their Solicitors or and (y) the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee Deferred Contract shall be entitled, at its absolute discretion, deemed to treat such default as be a repudiation of the contract Specified Asset and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againSpecified Liability.

Consents. a) The Property Sublandlord agrees that whenever its consent or approval is sold subject required hereunder, or where something must be done to Sublandlord s satisfaction, it shall not unreasonably withhold or delay such consent or approval; provided, however, that whenever the consent or approval of Overlandlord, the lessor under a superior lease, or the mortgagee under a mortgage, as the case may be, is also required pursuant to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed terms of the progress of such applications. No warranty is given by Overlease if Overlandlord, the Assignee that any of the consents can be obtainedlessor under a superior lease, but in the event of:- i) Any of the consents not being obtained from the Developer and / ▇▇ ▇▇▇ mortgagee under a mortgage shall withhold its consent or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside approval for any reason whatsoever by the assignee whatsoever, Sublandlord shall not be deemed to be acting unreasonably if it shall also withhold its consent or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) approval. If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Overlandlord shall withhold its consent or approval in connection with this Sublease or the salePremises in any instance where, as well as under the costs Overlease, the consent or approval of Overlandlord may not b▇ ▇▇▇▇▇▇▇nably withheld, Sublandlord, upon the request and at the expense of Subtenant, shall either (i) timely institute and diligently prosecute any action or proceeding which Subtenant, in its reasonable judgment, deems meritorious, in order to reinstate damage dispute such action by Overlandlord or (if anyii) permit Subtenant, to the property caused by extent allowable under the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretionOverlease, to treat institute and prosecute such action or proceed▇▇▇ ▇▇ ▇▇e name of Sublandlord, provided that Subtenant shall keep Sublandlord informed of its actions and shall not take any action which might give rise to a default as a repudiation of under the contract Overlease. Subtenant shall indemnify and terminate the sale by giving the Purchaser written notice thereofhold harmless Subla▇▇▇▇▇▇ ▇▇om and against any and all such claims arising from or in connection with such request, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors action or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againproceeding.

Consents. All references in this Sublease to the consent or approval of Landlord and/or Sublandlord shall be deemed to mean the written consent or approval of Landlord and/or Sublandlord, as the case may be, and no consent or approval of Landlord and/or Sublandlord, as the case may be, shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord and/or Sublandlord, as the case may be. In all provisions requiring the approval or consent of Sublandlord (whether pursuant to the express terms of this Sublease or the terms of the Lease incorporated herein), Subtenant shall be required to obtain the approval or consent of Landlord and then to obtain like approval or consent of Sublandlord; provided, however, that: (a) The Property application for Sublandlord’s approval or consent may be submitted by Subtenant prior to receipt of Landlord’s approval or consent; (b) Sublandlord shall respond to such application for approval or consent within a reasonable time after receipt thereof but need not respond prior to receipt from Landlord of its consent; and (c) Sublandlord may condition its approval or consent upon the subsequent receipt by Subtenant of Landlord’s unconditional approval or consent to such application. If Sublandlord is sold required or has determined to give its consent or approval, Sublandlord shall cooperate reasonably with Subtenant in endeavoring to obtain Landlord’s consent or approval upon and subject to the Purchaser at own costs undertaking to apply for following terms and obtain the consents conditions: (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies Subtenant shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside reimburse Sublandlord for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own out-of-pocket costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Sublandlord in connection with seeking such consent or approval; (ii) Sublandlord shall not be required to make any payments to Landlord or to enter into any agreements or to modify the saleLease or this Sublease in order to obtain any such consent or approval; and (iii) if Subtenant agrees or is otherwise obligated to make any payments to Sublandlord or Landlord in connection with such request for such consent or approval, as well as Subtenant shall have made arrangements for such payments which are reasonably satisfactory to Sublandlord. If Subtenant asks Sublandlord in writing to request Landlord to give Landlord’s consent or approval in any situation where such consent or approval is required hereunder or under the costs to reinstate damage (Lease, if any) to such request contains the property caused by the Purchaser in possession thereof shall be deducted form and set-off against the deposit and other monies (if any, paid herein towards account substance of the purchase price by the Purchaser request prepared for Sublandlord’s signature and is reasonably acceptable to the Assignee) and thereafter the residue (if any) Sublandlord, Sublandlord shall be refunded to the Purchaser free of interestpromptly request such consent or approval from Landlord. For Nothing contained in this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs Section 9 shall be deemed final / conclusive and binding upon the Purchaserto require Sublandlord to give any consent or approval because Landlord has given such consent or approval. Subject as aforesaidWhenever either party to this Sublease agrees not to unreasonably withhold its consent, the Purchaser such consent shall have no further claim against the Assignee, their Solicitors also not be unreasonably delayed or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidconditioned. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / 8.1. If Prime Landlord shall withhold its consent or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee approval in connection with this Sublease or the saleDemised Premises in any instance where, as well as under the costs Lease, the consent or approval of Prime Landlord may not be unreasonably withheld, Sublandlord, upon the request and at the expense of Subtenant, shall either (i) timely institute and diligently prosecute any action or proceeding which Sublandlord, in its reasonable judgment, deems meritorious, in order to reinstate damage dispute such action by Prime Landlord, or (if anyii) permit Subtenant, to the property caused extent allowable under the Lease, to institute and prosecute such action or proceeding in the name of Sublandlord, provided that Subtenant shall keep Sublandlord informed of its actions and shall not take any action which might give rise to a default under the Lease. 8.2. Sublandlord shall not withhold, condition or delay its consent or approval in connection with any request of Subtenant therefor pursuant to this Sublease if the Prime Landlord under the Lease has given Prime Landlord's consent or approval with respect to such request. 8.3. This Sublease shall become effective only if the written consent (the "Consent") of Prime Landlord is obtained in accordance with the provisions of the Lease. Upon execution and delivery of this Sublease by Sublandlord and Subtenant, Sublandlord shall promptly request the Purchaser consent of Prime Landlord to this Sublease. Subtenant agrees to cooperate in possession good faith with Sublandlord and shall comply with any reasonable requests made of Subtenant by Sublandlord or Prime Landlord in the procurement of the Consent. If the Consent is not obtained within sixty (60) days following the execution and delivery of this Sublease (the "Outside Date") by both parties, then Sublandlord or Subtenant may cancel this Sublease by giving written notice thereof to the other party not later than ten (10) days after the Outside Date. Upon either party's receipt of a valid notice of cancellation, this Sublease shall be deducted null and set-off against the deposit void and other monies (if anySublandlord shall return to Subtenant any amounts theretofore paid by Subtenant to Sublandlord hereunder, paid herein towards account of the purchase price by the Purchaser and thereupon neither party shall have any further obligation to the Assignee) other under this Sublease. Sublandlord and thereafter Subtenant may agree, upon mutual consent, to postpone the residue (if any) shall be refunded to the Purchaser free of interestOutside Date. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from parties agree to postpone the Developer Outside Date, Sublandlord and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of Subtenant shall execute an agreement confirming the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againnew Outside Date.

Consents. a(i) The Property is sold subject Subject to the Purchaser conditions set forth in paragraph (b) below, any Lender may assign to one or more assignees (other than any Disqualified Lender, any Defaulting Lender or any of its Subsidiaries, any natural person and, except as provided in Section 13.03(g) below, the Borrower or any of its Subsidiaries) (the “Purchasers”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever time owing to it) with the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall prior written consent (such consent not to be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- iunreasonably withheld) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which caseof: (1A) If the Borrower; provided that no consent of Borrower shall be required (x) for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, (y) for an assignment by any Initial Lender in connection with the meanwhile the Purchaser has entered into possession primary syndication of the propertyFacilities to Lenders selected by the Initial Lenders in consultation with the Borrower and (z) if an Event of Default under Sections 8.01(a), then 8.01(e), or 8.01(f) has occurred and is continuing, for any other assignment; provided, further that the Purchaser is liable at his own costs Borrower shall be deemed to reinstate the property have consented to any such assignment unless it shall object thereto by written notice to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee Administrative Agent within [14] days upon service of the five (5) Business Days after having received notice terminating the salethereof; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and (C) with respect to Revolving Loans and Revolving Loan Commitments, the Issuing Banks. The Administrative Agent, in its capacity as such, shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders (or providing the list to the Lenders). Without limiting the generality of the foregoing, the Administrative Agent, in its capacity as such, shall not ‎(1) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified ‎Institution or (2) The costs / expenses reasonably incurred by the Assignee in connection have any liability with the sale, as well as the costs respect to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event arising out of any assignment or participation of the consents not being obtained from the Developer and / Loans, or Proprietor and / or State Authorities or other relevant bodiesdisclosure of confidential information, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid‎Disqualified Lender. The Assignee Administrative Agent shall be entitled post or otherwise make available to put up the property for re-sale againLenders a list of all Disqualified Lenders.

Consents. (a) The With respect to each Consent set forth on Schedule 3.4, Seller, prior to Closing, shall send to the holder of each such Consent a notice in compliance with the contractual provisions applicable to such Consent seeking such holder’s consent to the transactions contemplated hereby. (b) If Seller fails to obtain a Consent set forth on Schedule 3.4 prior to Closing and (i) the failure to obtain such Consent would cause (A) the assignment of the Assets (or portion thereof) affected thereby to Buyer to be void or (B) the termination of a Real Property Interest under the express terms thereof, (ii) the Consent requested by Seller is sold denied in writing or (iii) the Consent is required from a Governmental Authority, then, in each case, (x) the Asset (or portion thereof) affected by such un-obtained Consent shall be excluded from the Assets to be assigned to Buyer at Closing and (y) the Parties shall cooperate with each other to agree upon documents to be delivered at Closing that are designed to give to Buyer the benefit of the Asset (or portion thereof) so excluded with Buyer agreeing to be responsible for all of the liabilities associated therewith (including by way of Seller holding title to such Asset in trust for Buyer or as otherwise mutually agreed). In the event that any such Consent (with respect to an Asset excluded pursuant to this Section 5.5(b)) that was not obtained prior to Closing is obtained following the Closing Date, then, on the tenth Business Day after such Consent is obtained, Seller shall assign the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent to Buyer pursuant to an instrument in substantially the same form as the Assignment. (c) If Seller fails to obtain a Consent set forth on Schedule 3.4 prior to Closing and (i) the failure to obtain such Consent would not cause (A) the assignment of the Asset (or portion thereof) affected thereby to Buyer to be void or (B) the termination of a Real Property Interest under the express terms thereof, (ii) such Consent requested by Seller is not denied in writing by the holder thereof, and (iii) such Consent is not required from a Governmental Authority, then the Asset (or portion thereof) subject to such un-obtained Consent shall nevertheless be assigned by Seller to Buyer at Closing as part of the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodiesAssets. All sums or dues whatsoever owing Any Damages that arises due to the Developer and / or Proprietor and / or the State Authorities or relevant bodies failure to obtain such Consent shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:Buyer. (1d) If in the meanwhile the Purchaser has entered into possession Prior to Closing, Seller shall use its Reasonable Efforts, with reasonable assistance from Buyer (including Buyer providing reasonably requested assurances of the property, then the Purchaser is liable at his own costs to reinstate the property to the original financial condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretionqualifications), to treat obtain all Consents listed on Schedule 3.4; provided, however, that Seller shall not be required to incur any liability or pay any money in order to obtain any such default as a repudiation Consent. Seller shall provide copies to Buyer of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely each such Consent so obtained prior to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againClosing.

Consents. (a) The Property is sold subject Western shall use reasonable best efforts to obtain the Consents listed on Schedule 3.4, and, upon receipt of such Consents, shall, if necessary, execute an assignment and assumption agreement with customary terms. (b) If and to the Purchaser at own costs undertaking extent that the valid, complete and perfected transfer or assignment of any Wholesale Asset (including any Contract) (i) to apply for and obtain WRWI as part of the consents Internal Reorganizational Transactions or (if anyii) required from indirectly as part of the Developer and / or contribution of the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Contributed Interests to the Developer and / Partnership would be a violation of applicable Law, or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that require any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Consent in connection with the saleInternal Reorganization Transactions or the contribution of the Contributed Interests, as well applicable, that have not been obtained or made by the Closing, then, unless the Parties shall otherwise mutually determine, the transfer or assignment of the Wholesale Asset contemplated by clause (i) or (ii), as the costs case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Consents have been obtained or made. Notwithstanding the foregoing, any such Wholesale Assets shall continue to reinstate damage constitute Wholesale Assets for all other purposes of this Agreement. (if anyc) If any transfer or assignment of any Wholesale Asset intended to be transferred or assigned hereunder, as the case may be, is not consummated on or prior to the property caused by Closing, whether as a result of the Purchaser in possession thereof provisions of Section 5.10(b) or for any other reason, then, insofar as reasonably possible, Western or its applicable Subsidiary retaining such Wholesale Asset shall be deducted thereafter hold such Wholesale Asset for the use, benefit and/or burden of the Partnership (at the expense of Western and set-off against for the deposit and other monies (if any, paid herein towards account of the purchase price Partnership) until such time as such transfer or assignment can be completed; provided, however, that Western or its applicable Subsidiary shall hold such Wholesale Asset for the use, benefit and/or burden of the Partnership at Western’s expense if the reason the transfer or assignment is not consummated is the failure to obtain any Consent. In addition, Western or its applicable Subsidiary shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Wholesale Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Purchaser Partnership in order to place the Partnership in a substantially similar position as if such Wholesale Asset had been transferred or assigned as contemplated hereby and so that all the benefits and burdens relating to such Wholesale Asset, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Wholesale Asset, as the case may be, and all costs and expenses related thereto, shall inure from and after the Closing to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidPartnership. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. All references in this Sublease to the consent or approval of Master Landlord and/or Sublandlord shall be deemed to mean the written consent or approval of Master Landlord and Sublandlord, and no consent or approval of Master Landlord and/or Sublandlord, as the case may be, shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Master Landlord and/or Sublandlord, as the case may be. In all provisions requiring the approval or consent of Sublandlord (whether pursuant to the express terms of this Sublease or the terms of the Lease incorporated herein), Subtenant shall be required to obtain the approval or consent of Master Landlord and then to obtain like approval or consent of Sublandlord; provided, however, that: (a) The Property application for Sublandlord’s approval or consent may be submitted by Subtenant prior to receipt of Master Landlord’s approval or consent; (b) Sublandlord shall respond to such application for approval or consent within a reasonable time after receipt thereof but need not respond prior to receipt from Master Landlord of its consent; and (c) Sublandlord may condition its approval or consent upon the subsequent receipt by Subtenant of Master Landlord’s unconditional approval or consent to such application. If Sublandlord is sold required or has determined to give its consent or approval, Sublandlord shall cooperate reasonably with Subtenant in endeavoring to obtain Master Landlord’s consent or approval upon and subject to the Purchaser at own costs undertaking to apply for following terms and obtain the consents conditions: (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies Subtenant shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside reimburse Sublandlord for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own out-of-pocket costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Sublandlord in connection with seeking such consent or approval; (ii) Sublandlord shall not be required to make any payments to Master Landlord or to enter into any agreements or to modify the saleLease or this Sublease in order to obtain any such consent or approval; and (iii) if Subtenant agrees or is otherwise obligated to make any payments to Sublandlord or Master Landlord in connection with such request for such consent or approval, as well as Subtenant shall have made arrangements for such payments which are reasonably satisfactory to Sublandlord. If Subtenant asks Sublandlord in writing to request Master Landlord to give Master Landlord’s consent or approval in any situation where such consent or approval is required hereunder or under the costs to reinstate damage (Lease, if any) to such request contains the property caused by the Purchaser in possession thereof shall be deducted form and set-off against the deposit and other monies (if any, paid herein towards account substance of the purchase price by the Purchaser request prepared for Sublandlord’s signature and is reasonably acceptable to the Assignee) and thereafter the residue (if any) Sublandlord, Sublandlord shall be refunded to the Purchaser free of interestpromptly request such consent or approval from Master Landlord. For Nothing contained in this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs Section 5.4 shall be deemed final / conclusive and binding upon the Purchaserto require Sublandlord to give any consent or approval because Master Landlord has given such consent or approval. Subject as aforesaidWhenever either party to this Sublease expressly agrees herein not to unreasonably withhold its consent, the Purchaser such consent shall have no further claim against the Assignee, their Solicitors also not be unreasonably delayed or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidconditioned. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. aAll references in this Sub-Sublease to the consent or approval of Landlord, Tenant and/or Sublandlord shall be deemed to mean the written consent or approval of Landlord, Tenant and/or Sublandlord, as the case may be, and no consent or approval of Landlord, Tenant and/or Sublandlord, as the case may be, shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord, Tenant and/or Sublandlord, as the case may be. In all provisions requiring the approval or consent of Sublandlord (whether pursuant to the express terms of this Sub-Sublease or the terms of the Lease and/or Sublease incorporated herein), Subtenant shall be required to obtain the approval or consent of Landlord and Tenant and then to obtain like approval or consent of Sublandlord; provided, however, that: (1) The Property application for Sublandlord's approval or consent may be submitted by Subtenant prior to receipt of Landlord's or Tenant's approval or consent; (ii) Sublandlord shall respond to such application for approval or consent within a reasonable time after receipt thereof, but need not respond prior to receipt from Landlord and Tenant of their consent; and (iii) Sublandlord may condition its approval or consent upon the subsequent receipt by Subtenant of Landlord's and/or Tenant's unconditional approval or consent to such application. If Sublandlord is sold required or has determined to give its consent or approval, Sublandlord shall cooperate reasonably with Subtenant in endeavoring to obtain Landlord's and Tenant's consent or approval upon and subject to the Purchaser at own following terms and conditions: (a) Subtenant shall reimburse Sublandlord for any out-of-pocket costs undertaking incurred by Sublandlord in connection with seeking such consent or approval; (b) Sublandlord shall not be required to apply make any payments to Landlord or Tenant or to enter into any agreements or to modify the Lease, the Sublease or this Sub-Sublease in order to obtain any such consent or approval unless Subtenant agrees to and does reimburse Sublandlord for all related out-of-pocket costs, expenses and obtain the consents payments; and (c) if any) required from the Developer and / Subtenant agrees or the Proprietor and / is otherwise obligated to make any payments to Sublandlord, Tenant or State Authorities Landlord in connection with such request for such consent or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies approval, Subtenant shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of have made arrangements for such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions payments which are not acceptable reasonably satisfactory to the Assignee Sublandlord. If Subtenant asks Sublandlord in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled writing to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If request Landlord to give Landlord's consent or approval in any situation where such consent or approval is required hereunder or under the meanwhile the Purchaser has entered into possession of the propertyLease, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and and/or (2) The costs / expenses request Tenant to give Tenant's consent or approval in any situation where such consent or approval is required hereunder or under the Sublease, if such request contains the form and substance of the request prepared for Sublandlord's signature and is reasonably incurred by the Assignee in connection with the saleacceptable to Sublandlord, as well Sublandlord shall promptly request such consent or approval from Landlord and/or Tenant (as the costs to reinstate damage (if any) to the property caused by the Purchaser case may be). Nothing contained in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs Section 5.9 shall be deemed final / conclusive and binding upon the Purchaserto require Sublandlord to give any consent or approval because Landlord or Tenant has given such consent or approval. Subject as aforesaidWhenever either party to this Sub-Sublease agrees not to unreasonably withhold its consent, the Purchaser such consent shall have no further claim against the Assignee, their Solicitors also not be unreasonably delayed or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidconditioned. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. aa. Sellers and Buyer will use Commercially Reasonable Efforts to attempt to obtain as soon as practicable all Required Consents and any other consents of which Sellers or Buyer become aware are required for the transfer of the Asset Sellers Assets and Ownership Interests; and Buyer will cause its representatives to attend meetings of franchising authorities where action on a requested approval to transfer is to be considered. b. Promptly after the execution of this Agreement, but no later than thirty (30) The Property is sold subject days after the date hereof (or, if the approvals required at Section 7.2(g) are not obtained by such date, within five (5) days after such approvals are obtained, Sellers and Buyer shall make application to the Purchaser at own costs undertaking to apply FCC for the consent and obtain approval of the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing FCC to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed transfer of the progress ownership or control of such applications. No warranty is given by the Assignee that any all FCC Licenses of the consents can be obtained, but in the event of:-Systems from Sellers to Buyer. i) Any of the consents not being obtained from the Developer and / c. On or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable prior to the Assignee in its absolute discretion, or iiiexpiration of thirty (30) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at business days after the date of this Agreement (or if the auction saleapprovals required at Section 7.2(g) are not obtained by such date, within five (5) days after such approvals are obtained, Sellers and Buyer shall, each at its own expense, prepare and file Applications for Franchise Authority consent to Assignment or Transfer of Control of Cable Television Franchise FCC 394 ("Forms 394") with the local Governmental Authorities that have issued Franchises to Asset Sellers and the Controlled Entities or their affiliates (except in the case of ARH as otherwise provided in the ARH Purchase Agreement) and which require franchise authority consent to transfer (or, where applicable, for change of control), and thereafter peaceably shall use Commercially Reasonable Efforts to yield up vacant possession of file all additional information required by such Franchises or applicable local Legal Requirements or that the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Governmental Authorities deem necessary or appropriate in connection with their consideration of the sale, as well request of Sellers and Buyer that such authority approve of the transfer of the Franchises to Buyer. Thereafter Buyer shall attend such meetings and provide such information as the costs franchising authorities may request in connection with their consideration of the request for approval to reinstate damage (if any) transfer the Franchises to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account Buyer and/or approval of change of control of the purchase price by Controlled Entities. If a franchising authority does not expressly reject a request for approval to transfer a Franchise within 120 days after the Purchaser delivery of a Form 394 to the Assignee) franchising authority (plus such extensions of time as are mutually agreed upon by Buyer and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purposeSellers), a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs then that franchising authority shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall to have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation consented to the sale being terminated as aforesaidtransfer or change of control of that Franchise for purposes of determining satisfaction of the conditions set forth at Section 7.1(g) and satisfaction of the parties' covenants under this Section 6.7. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities d. If a Governmental Authority or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to Person imposes any act of default or omission by the Purchaser or commercially reasonable non-fulfilment by the Purchaser of monetary obligation in connection with granting its consent under a Franchise, License or Contract, Buyer will comply with such obligation after Closing (and Buyer agrees that Sellers may cause any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, Operating Entity to treat accept any such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for recommercially reasonable non-sale againmonetary obligation).

Consents. aSeller shall use its best efforts to obtain all consents required in form and substance reasonably acceptable to Buyer for the assignment of the Assumed Contracts. In the event Seller is unable to obtain any one or more consents required pursuant to this section, Buyer may elect either (i) The Property is sold subject if the failure to obtain such consent materially adversely affects the anticipated operations of the Assets, to terminate this Agreement in its entirety, or (ii) whether or not the failure to obtain such consent materially adversely affects the anticipated operations of the Assets by Buyer, to terminate this Agreement but only with respect to the Purchaser at own costs undertaking to apply Assets for which no consent was obtained and obtain delivered by Closing with a reduction in the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodiesPurchase Price determined as follows. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies The reduction in Purchase Price shall be borne determined based on the value on the date of this Agreement of the underlying business for which no consent was obtained and delivered by Closing multiplied by Seller's percentage ownership of such business, the value of which shall be determined by agreement of Seller and Buyer, and failing agreement by an MAI appraiser to be mutually selected and paid equally by Seller and Buyer. If Seller and Buyer are unable to mutually select an appraiser, then one (1) MAI appraiser shall be selected and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any Buyer and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: one (1) MAI appraiser shall be selected and paid by Seller. If a party does not select an appraiser as provided in the meanwhile preceding sentence within ten (10) days after the Purchaser other party has entered into possession given notice of the propertyname of its appraiser, such party shall lose its right to appoint an appraiser. If the two appraisers are selected by the parties as provided above, they shall meet promptly to determine the reduction in Purchase Price. If they are unable to agree within fifteen (15) days after the second appraiser has been selected, they shall jointly select a third MAI appraiser. The reduction in Purchase Price shall be set by agreement of any two (2) of the three (3) appraisers. If the two (2) appraisers are unable to agree on a third appraiser within thirty (30) days after the second appraiser has been selected, either party, by giving written notice to the other, may apply to the American Arbitration Association for the purpose of determining the reduction in Purchase Price. The Seller and Buyer shall each bear one-half (1/2) of the cost of selecting the third appraiser and of paying the third appraiser's fee. If any two (2) appraisers are unable to determine the reduction in Purchase Price within fifteen (15) days after the third appraiser has been selected, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and three (23) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof appraisals shall be deducted added together and set-off against their total divided by three (3); the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) resulting quotient shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever reduction in relation to the sale being terminated as aforesaidPurchase Price. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject Seller shall give all notices of this Agreement or the transaction contemplated hereby to Governmental Authorities and other third parties to the Purchaser at own costs undertaking extent required by any law, rule, regulation, or Contract. (b) With respect to apply for each Retained Lease, Seller shall request and use its best efforts to obtain a Consent of the consents lessor under such Retained Lease that permits such Retained Lease to be assigned to Buyer in a lawful manner and without causing a default under, or acceleration, violation, or termination of, such Retained Lease and without imposing any conditions or changes in such Retained Lease (if anyother than the identity of the lessee thereunder). (c) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing In requesting any Consent to the Developer assignment of a Retained Lease, Seller will also request that the lessor (i) waive any requirement under the Retained Lease that the lessee operate under Seller’s name, and / or Proprietor (ii) deliver a certificate to the effect that the Retained Lease is valid, in full force and / or the State Authorities or relevant bodies shall be borne effect, and paid by the Purchaser absolutelynot in default. The Purchaser undertakes lessor’s agreement to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can requests described in this Section 5.10(c) shall not be obtaineda condition to the assignment of the Retained Lease to Buyer pursuant to Section 2.5, but and Seller shall have no obligation or liability for any lessor’s failure to agree to such requests so long as Seller has complied with this Section 5.10(c). (d) At Seller’s request, Buyer will tender to any lessor under a Retained Lease a lease for the premises leased thereunder on the same substantive terms as the Retained Lease (modified to reflect the substitution of Buyer for Seller as lessee) and for a term equal to the then remaining scheduled term of the Retained Lease and including any unexpired renewal option in the event of:-Retained Lease. i(e) Seller shall use commercially reasonable efforts, and Buyer shall assist Seller in all reasonable respects, to obtain all Consents not described in Section 5.10(b). (f) Seller will not agree to any materially adverse change in any Assumed Contract (including any Retained Lease) as a condition to obtaining any Consent without Buyer’s consent. Seller shall be solely responsible for any consideration given or promised to third parties for resolution of any claims (disputed or undisputed) that must be settled to obtain any Consent, and Buyer shall have no obligation to make any payment to any other party in assisting Seller in obtaining any of the Consents or to agree to any materially adverse change in any Assumed Contract. (g) Any instrument evidencing any Consent shall be reasonably acceptable to Buyer. Seller will furnish Buyer with copies of all correspondence from or to any Person, and notify Buyer of any other communications with any Person, relating to the obtaining of any Consent (other than privileged communications between Seller and its attorneys). (h) Buyer and Seller have each filed a premerger notification and report under the HSR Act. Buyer and Seller will use their respective commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission (the “FTC”) and the Antitrust Division of the consents not being obtained Department of Justice (the “Antitrust Division”) for additional information or documentation and to respond as promptly as reasonably practicable to all inquiries and requests received from the Developer and / or Proprietor and / or State Authorities or any other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Governmental Authority in connection with antitrust matters. Buyer and Seller with use their respective commercially reasonable efforts to overcome any objections that may be raised by the saleFTC, as well the Antitrust Division, or any other Governmental Authority having jurisdiction over antitrust matters, but neither Buyer nor Seller shall be required to make any significant change in the operations or activities of any business of such party or any of its Affiliates (or any material assets employed therein), if the party determines that such change would be materially adverse to the operations or activities of such business (or any material assets employed therein). Each of Buyer and Seller will coordinate with the other with respect to its filings and will cooperate to prevent inconsistencies between their respective filings and will furnish to each other such necessary information and reasonable assistance as the costs to reinstate damage (if any) to other may reasonably request in connection with its preparation of necessary filings or submissions under the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidHSR Act. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject Notwithstanding anything to the Purchaser at own costs undertaking contrary contained in the Credit Agreement or any other Credit Document (other than Sections 2.2(a) and 6.2(j) of the Credit Agreement, as amended by this Agreement), the Secured Parties hereby consent to apply for the issuance by the Borrower of the 2012 Notes and obtain the consents guaranty thereof by the Guarantors, pursuant to documentation containing terms substantially similar to the description of notes attached hereto as Exhibit A, with such changes and deviations therefrom as the Agent shall approve (such approval not to be unreasonably withheld, conditioned or delayed); provided that if anythe Borrower elects, upon the conversion of any 2012 Notes, (x) required to settle such converted 2012 Notes with cash in lieu of Equity Interests, or (y) to settle such converted 2012 Notes with Equity Interests repurchased by the Borrower with cash, such cash payment or cash repurchase may be made from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed proceeds of the progress Options, and any cash payment or cash repurchase in excess of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies proceeds shall be subject to conditions which are not acceptable and comply with the requirements of clauses (i) and (ii) of Section 6.5(c) of the Credit Agreement relating to prepayments, redemptions, or defeasances of Debt. In furtherance of the foregoing consent, it is understood and agreed by the Secured Parties, that the 2012 Notes will be priced at market terms at the time of issuance thereof. (b) Notwithstanding anything to the Assignee contrary contained in its absolute discretionthe Credit Agreement or any other Credit Document, or iii) The sale herein being set aside for any reason whatsoever the Secured Parties hereby consent to the execution and delivery by the assignee Borrower of, and performance by the Borrower of all its obligations and exercise of its rights under, one or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has more bond hedge call options entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as issuance of the costs 2012 Notes (the “Options”) and separate warrant transactions (the “Warrants”) pursuant to reinstate damage (if any) documentation in form and substance substantially similar to the property caused documentation provided to the Agent prior to the date of this Agreement, with such changes and deviations therefrom as Agent shall approve, such approval not to be unreasonably withheld, conditioned or delayed; provided that the premiums paid by the Purchaser Borrower in possession thereof respect of the Options on the closing date for the initial issuance of the 2012 Notes shall not exceed the premiums received by the Borrower for the Warrants on the Premium Payment Date (as defined in the documentation relating to such Warrants) by more than $50,000,000. For the avoidance of doubt, (i) the execution, delivery and performance of the Options and the Warrants including the repurchase of shares to satisfy obligations under the Warrant shall not constitute Restricted Payments, provided that any repurchase of shares to satisfy obligations under the Warrants shall be deducted subject to and set-off against comply with the deposit requirements of clauses (i) and other monies (if any, paid herein towards account ii) of Section 6.5(c) of the purchase price by Credit Agreement and (ii) neither the Purchaser to Options nor the Assignee) and thereafter the residue (if any) Warrants shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidconstitute “Debt. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.”

Consents. (a) The Property is sold Borrowers desire to have New Guarantor consummate the Specified Acquisition, which have an aggregate purchase price in excess of the limit prescribed for Permitted Acquisitions under the Loan Agreement, and to use the proceeds of Revolver Loans to pay the purchase price under the Asset Purchase Agreement. Notwithstanding the limitations set forth in the Loan Agreement regarding the aggregate consideration payable in any Fiscal Year with respect to Permitted Acquisitions, subject to the Purchaser at own costs undertaking to apply for conditions precedent set forth below and obtain the consents (if any) required from other terms and conditions and covenants set forth in this Consent and Amendment and in reliance upon the Developer representations and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed warranties set forth herein, each of the progress of such applications. No warranty is given by undersigned Lenders hereby consents to New Guarantor’s entry into the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which caseAsset Purchase Agreement: (1i) If The Specified Acquisition complies with each clause in the meanwhile the Purchaser has entered into possession definition of “Permitted Acquisition”, other than clause (d) thereof; (ii) The aggregate cash consideration paid in respect of the property, then purchase price on the Purchaser date the Specified Acquisition is liable at his own costs to reinstate the property consummated does not exceed $2,300,000; (iii) Availability (after giving pro forma effect to the original condition as at Revolver Loans to be advanced to pay the date purchase price in connection with the Specified Acquisition) shall be not less than $2,500,000; (iv) Agent shall have received, no later than the day of this Consent and Amendment, copies of the auction saleAsset Purchase Agreement and documentation relating thereto or drafts thereof, and thereafter peaceably which shall be reasonably satisfactory to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the saleAgent; and (2v) The costs / expenses reasonably incurred by No later than the Assignee date that the Specified Acquisition is consummated, a Senior Officer of Borrower Agent shall deliver to Agent a certificate certifying that all requirements of clauses (a), (b) (c), and (e) of the definition of “Permitted Acquisition” have been satisfied. (b) Upon consummation of the Asset Purchase Agreement and satisfaction of the conditions and covenants set forth in connection with this Consent and Amendment, Agent hereby agrees that New Guarantor shall be an Approved Guarantor under the saleLoan Agreement; provided, as well as however, that (i) none of the costs to reinstate damage (if any) Accounts or Inventory purchased or otherwise acquired pursuant to the property caused by the Purchaser in possession thereof Specified Acquisition shall be deducted and set-off against included in the deposit and other monies (if any, paid herein towards account calculation of the purchase price by the Purchaser to the Assignee) Borrowing Base until Agent has conducted field examinations and thereafter the residue appraisals (if any) which field examinations and appraisals shall be refunded to at the Purchaser free expense of interest. For this purpose, a certificate signed by any officer Borrowers and shall not count towards the limits set forth in Section 10.1.1 of the Assignee certifying Loan Agreement) reasonably required by it with results reasonably satisfactory to Agent, and the amount of Person owning such expenses or costs Equipment, Accounts and Inventory, and (ii) in no event shall any “Eligible Inventory” (as defined in the Asset Purchase Agreement) be deemed final / conclusive and binding upon to be “Eligible Inventory” under the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidLoan Agreement. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject Subject to the Purchaser at own costs undertaking to apply for covenants, terms and obtain conditions set forth herein and in reliance upon the consents (if any) required from the Developer representations and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed warranties set forth herein, each of the progress of such applications. No warranty is given by the Assignee that any of the undersigned Lenders hereby consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which caseto: (1a) If the Share Re-issue and Contribution, Countrywide’s execution and delivery of the SPA and the SPA Related Documents, the incurrence and performance by the Countrywide of its obligations thereunder and the consummation of the Nationwide Sale and Redemption (collectively, the “Nationwide Transaction”). (b) Simultaneously with the receipt of the proceeds of the sale of the Purchased Shares, Nationwide’s incurrence of debt in an amount of $8,000,000.00 under a new credit facility provided by TCF Capital Funding Division of TCF National Bank secured by Liens on all assets of Nationwide; provided that (i) the debt is solely the obligation of Nationwide and no other Obligor is obligated (directly or indirectly, primarily or secondarily) thereon or with respect thereto , (ii) no assets of any other Obligor are pledged in, or subject to Liens with, respect to such debt and no other Obligor grants or is required to grant any Liens with respect to such debt and (iii) the proceeds of such debt is immediately used to redeem the Redeemed Shares in full and remitted directly to New Agent. (c) An amendment to the certificate of incorporation of ATSCO to change such corporation’s legal name; provided that the New Agent shall have received within ten (10) days of the effective date of such name change, a duly authorized amendment to ATSCO’s certificate of incorporation certified by the Secretary of State of the State of Delaware. (d) Upon consummation of a sale of Real Estate located in Tampa, Florida in a Permitted Asset Disposition (and notwithstanding anything in the meanwhile Loan Agreement to the Purchaser has entered into possession contrary), the holding in escrow or otherwise of a portion of the propertyproceeds thereof, then up to $400,000, in accordance with the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date terms of the auction sale, SPA (and thereafter peaceably to yield up vacant possession the release thereof in accordance with the SPA). The foregoing consents shall be effective upon satisfaction of the property to the Assignee within [14] days upon service conditions in clause (a) of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidSection 3 hereof. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assigned Contract, or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without consent, would be ineffective or would constitute a breach of Seller’s obligations thereunder or give rise to any right of termination thereof. From the date hereof until the Closing Date, and subject to the Purchaser at own costs undertaking provisions of Section 2.08 hereof, Seller shall use its commercially reasonable efforts to apply for give all notices to, and obtain all consents from, all third parties under any Required Consents, Ticketing Customer Consents and any other third parties that are described in Section 4.03 of the consents Disclosure Schedule. In the event any Required Consent is not obtained on or prior to the Closing Date, Seller shall continue to use its commercially reasonable efforts following the Closing to obtain such Required Consent. With respect to any such Required Consent, Seller and Buyer shall cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement from and after the Closing Date, including subcontracting, sublicensing or subleasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations and any and all rights of Seller against any third party thereto. During the pendency of any such arrangement, (if anya) required from Seller shall promptly pay to Buyer when received all monies received by Seller under any such Assigned Contract which requires authorization for assignment or any claim or right or any benefit arising thereunder and (b) Buyer shall assume, pay and perform all obligations and liabilities relating to any such Assigned Contract and shall promptly reimburse Seller for all of its costs, fees and expenses (including attorneys’ fees and expenses) relating thereto. In the Developer and / event any Ticketing Customer Consent is not obtained on or prior to the Proprietor and / Closing Date, Seller shall have no obligation to obtain any such Ticketing Customer Consent following the Closing or State Authorities otherwise to enter into any arrangement under which Buyer would obtain the benefits thereof, provided, however, that Seller shall execute any written consent or other relevant bodiesinstrument necessary or otherwise reasonably requested by Buyer to enable Buyer to obtain any such Ticketing Customer Consent. All sums or dues whatsoever owing For the avoidance of doubt, to the Developer extent a Ticketing Customer Consent is required to assign any Ticketing Agreement to Buyer and / such Ticketing Customer Consent is not obtained on or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes prior to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- isix (6) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable Business Days prior to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the propertyClosing Date, then the Purchaser is liable at his own costs annual net operating cash flow attributable to reinstate such Ticketing Agreements as set forth on Section 2.08(B)(b)(x) of the property Disclosure Schedules shall be excluded from the determination of the adjustment to the original condition as at the date of the auction sale, and thereafter peaceably Purchase Price pursuant to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidSection 2.08(b). b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property Whenever the consent or approval of Landlord or any Superior Party is sold subject required pursuant to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed terms of the progress of Lease, if Landlord or such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / Superior Party shall withhold its consent or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside approval for any reason whatsoever by whatsoever, Sublandlord shall not be deemed to be acting unreasonably if it shall also withhold its consent or approval. If Landlord shall withhold its consent or approval in connection with this Sublease or the assignee Subleased Premises in any instance where, under the Lease, the consent or by an Order approval of Court; Then Landlord may not be unreasonably withheld, and if Subtenant shall reasonably contend that Landlord has unreasonably withheld such consent, Sublandlord, upon the Assignee is absolutely entitled request and at the sole cost and expense of Subtenant, shall within fifteen (15) days elect to terminate the sale by giving the Purchaser written notice thereofeither (i) timely institute and diligently prosecute any action or proceeding which Subtenant and Sublandlord, in which case: their reasonable judgment, deem meritorious, in order to dispute such action by Landlord, or (1ii) If permit Subtenant to institute and prosecute such action or proceeding in the meanwhile name of Sublandlord, provided that Subtenant shall keep Sublandlord informed of its actions and shall not take any action which might give rise to a default under the Purchaser has entered into possession Lease. In the event Sublandlord does not timely elect either options (i) or (ii) as set forth in the previous sentence, Subtenant may notify Sublandlord of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction salesuch failure, and thereafter peaceably if Sublandlord does not notify Subtenant of its election within five (5) Business Days following receipt of such notice, Sublandlord shall be deemed to yield up vacant possession have elected option (ii) above. Subtenant shall indemnify Sublandlord and hold it harmless from and against all losses, damages, claims, liabilities, fines, penalties, suits, demands, costs and expenses, including without limitation reasonable attorneys' fees and costs, of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The any nature, arising from or in connection with any action or proceeding instituted under this Article 8 and for any costs / and expenses reasonably incurred by the Assignee Sublandlord or Landlord in connection with the sale, as well as the costs determination of whether to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by grant any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidconsent requested hereunder. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) Seller shall, and shall cause its affiliates to, use all commercially reasonable efforts to obtain the consent of each third party whose consent is required for the proper assignment or transfer of any Automotive Contract, Acquired Asset, Owned Real Property or Leased Real Property or in the absence of whose consent the change of control of the Acquired Subsidiaries contemplated by the Transaction Documents would constitute a default or breach, or give rise to a right of termination or change of financial terms under any Automotive Contract or material Contract of any Equity Seller. Seller shall promptly advise Purchaser of all material developments involving such consents. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that (i) any Automotive Contract included in the Acquired Assets may not be properly assigned or transferred without the consent of a third-party, or if the assignment or attempted assignment of any such Contract, or the transfer, attempted transfer or deemed transfer of any Acquired Asset, Owned Real Property, Leased Real Property or Automotive Contract would constitute a violation or breach of any Contract or a violation of Law, nothing in this Agreement will constitute an assignment or an attempted assignment or deemed assignment thereof and, except as provided for in Section 8.3(d), Purchaser will not assume or be deemed to assume any liabilities or obligations thereunder or in connection therewith until properly assigned or transferred. In any such case, commencing on the Closing Date and for a period of 12 months thereafter, Seller and Purchaser will use commercially reasonable efforts to obtain any such consents, and Seller will be liable for any reasonable costs incurred in obtaining such consents. (c) To the extent that the consents described in Section 8.3(b) are not obtained prior to Closing, Seller will use commercially reasonable efforts to (i) provide Purchaser with the economic benefits of any such Acquired Assets, Owned Real Property, Leased Real Property or Automotive Contract until its termination date, (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchaser and (iii) enforce, at the request of and for the account of Purchaser, any rights of Seller arising from any such Contract against any third party, including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. The Property is sold failure or inability to obtain any consent subject to this Section 8.3(c) will not be a breach of this Agreement so long as Seller has carried out its obligations under this Section 8.3(c). (d) To the extent that Purchaser is provided the benefits of any Acquired Asset, Owned Real Property, Leased Real Property or Automotive Contract pursuant to Section 8.3(c), Purchaser will perform the obligations of Seller thereunder or in connection therewith, at own costs undertaking no cost to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Seller, but only to the Developer extent that such action by Purchaser would not result in any default thereunder or in connection therewith. Purchaser will indemnify Seller against any and / or Proprietor and / or all Losses arising out of any default by Purchaser in the State Authorities or relevant bodies shall performance of such obligations. The indemnification of Seller under this Section 8.3 will be borne and paid governed by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but indemnification provisions set forth in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidARTICLE XII hereto. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property Whenever the consent or approval of Landlord or Sublandlord or any Superior Party is sold subject required pursuant to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed terms of the progress of Lease or Sublease, if Landlord or Sublandlord, or such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / Superior Party shall withhold its consent or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside approval for any reason whatsoever by whatsoever, Sub-sublandlord shall not be deemed to be acting unreasonably if it shall also withhold its consent or approval. If Landlord or Sublandlord shall withhold its consent or approval in connection with this Sub-sublease or the assignee Sub-sublease Premises in any instance where, under the Lease or by an Order Sublease, the consent or approval of Court; Then Landlord or Sublandlord may not be unreasonably withheld, and if Sub-subtenant shall reasonably contend that Landlord or Sublandlord has unreasonably withheld such consent, Sub-sublandlord, upon the Assignee is absolutely entitled request and at the sole cost and expense of Sub-subtenant, shall within fifteen (15) days elect to terminate the sale by giving the Purchaser written notice thereofeither (i) timely institute and diligently prosecute any action or proceeding which Sub-subtenant and Sub-sublandlord, in which case: their reasonable judgment, deem meritorious, in order to dispute such action by Landlord or Sublandlord, or (1ii) If permit Sub-subtenant, to the extent allowable under the Lease and Sublease, to institute and prosecute such action or proceeding in the meanwhile name of Sub-sublandlord, provided that Sub-subtenant shall keep Sub-sublandlord informed of its actions and shall not take any action which might give rise to a default under the Purchaser has entered into possession Lease or Sublease. In the event Sub-sublandlord does not timely elect either options (i) or (ii) as set forth in the previous sentence, Sub-subtenant may notify Sub-sublandlord of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction salesuch failure, and thereafter peaceably if Sub-sublandlord does not notify Sub-subtenant of its election within five (5) Business Days following receipt of such notice, Sub-sublandlord shall be deemed to yield up vacant possession have elected option (ii) above. Sub-subtenant shall indemnify Sub-sublandlord and hold it harmless from and against all losses, damages, claims, liabilities, fines, penalties, suits, demands, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The any nature, arising from or in connection with any action or proceeding instituted under this Article 8 and for any costs / and expenses reasonably incurred by the Assignee Sub-sublandlord, Sublandlord or Landlord in connection with the sale, as well as the costs determination of whether to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by grant any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidconsent requested hereunder. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property This Sublease is sold subject to, and shall become effective only upon, the written consent of the Prime Lessor in accordance with all applicable terms of the Master Lease to both this Sublease and the Assignment, which consent Landlord and Tenant shall use all reasonable efforts to obtain. Tenant shall promptly furnish to Landlord such information as may be reasonably necessary to obtain such consent, and to enter into such agreements among the Prime Lessor, Landlord and Tenant as the Prime Lessor may reasonably require pursuant to the Purchaser at own costs undertaking Master Lease in connection with giving its consent to apply for this Sublease and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Assignment including, without limitation, an agreement to attorn to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but Prime Lessor as landlord in the event of:- i) of a termination of this Sublease. Any delay in the Prime Lessor's furnishing such consent shall not postpone or extend the Expiration Date. In the event such consent to both this Sublease and the Assignment is denied (or in the event that the consent of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable Landlord to the Assignee in its absolute discretionAssignment is denied), or iii) The sale herein being set aside for any reason whatsoever by this Sublease shall thereupon terminate and be of no further force or effect. In the assignee event such consent to both this Sublease and the Assignment is not obtained on or by an Order of Court; Then prior to the Assignee is absolutely entitled 60th day following the date hereof, then either party shall have the right to terminate the sale by giving the Purchaser give written notice thereof, in which case:canceling this Sublease. (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event that this Sublease shall terminate or be cancelled pursuant to the foregoing Paragraph 15(a), then Tenant shall, within 10 days after demand therefor, reimburse Landlord for all of any its direct, third party out-of-pocket costs (collectively, the "Delivery Costs") actually incurred to (i) deliver the Premises within the timeframe herein contemplated plus (ii) at Landlord's sole option and discretion, restore the Premises to its existing condition as of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodiesApril 17, on expiry of the time period prescribed for completion 1997. As used herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee Delivery Costs shall be entitledbroadly interpreted to include all reasonable out-of-pocket costs actually incurred both at the Building and at other locations of Landlord, at its absolute discretionif any, to treat such default affected as a repudiation direct consequence of Landlord's efforts to deliver the contract and terminate Premises to Tenant. Landlord shall provide Tenant with sufficient documentation to reasonably substantiate the sale by giving Delivery Costs, which shall not exceed the Purchaser written notice thereof, in which event 10% aggregate amount of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again$800,000.

Consents. a) The Property Whenever the consent, approval, judgment or determination of Landlord is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / permitted under this Lease, Landlord may exercise its good faith business judgment in granting or State Authorities withholding such consent or other relevant bodies. All sums approval or dues whatsoever owing to the Developer and / in making such judgment or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable determination without reference to any act extrinsic standard of default reasonableness, unless the provision providing for such consent, approval, judgment or omission by determination specifies that Landlord's consent or approval is not to be unreasonably withheld, or that such judgment or determination is to be reasonable, or otherwise specifies the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject standards under which Landlord may withhold its consent. If it is determined that Landlord failed to conditions which are not acceptable give its consent where it was required to the Assignee in its absolute discretiondo so under this Lease, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee Tenant shall be entitled to put up specific performance but not to monetary damages for such failure. Landlord's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and other consultants' fees) incurred in the property consideration of, or response to, a request by Tenant for re-sale againany Landlord consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Materials, shall be paid by Tenant upon receipt of an invoice and supporting documentation therefor. Landlord's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default by Tenant of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default, except as may be otherwise specifically stated in writing by Landlord at the time of such consent. The failure to specify herein any particular condition to Landlord's consent shall not preclude the imposition by Landlord at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within ten (10) business days following such request. The review and/or approval by Landlord of any item to be reviewed or approved by Landlord under the terms of this Lease or any Exhibits hereto shall not impose upon Landlord any liability for accuracy or sufficiency of any such item or the quality or suitability of such item for its intended use. Any such review or approval is for the sole purpose of protecting Landlord's interest in the Property under this Lease, and no third parties, including Tenant or the representatives and visitors or Tenant or any person or entity claiming by, through or under Tenant, shall have any rights hereunder.

Consents. (a) The Property Whenever the consent or approval of Tenant is sold subject required hereunder, Subtenant shall also be required to obtain the prior written consent or approval of Landlord if required pursuant to the Purchaser at own costs undertaking Lease and Subtenant shall provide such additional information or documents which Landlord requests or upon which Landlord may condition its consent or approval per the terms of the Lease. Whenever the consent or approval of Landlord is required under the Lease, Subtenant shall also be required to apply for and obtain the consents prior written consent of Tenant, which consent shall not be unreasonably withheld, conditioned or delayed if Subtenant has obtained the Landlord’s consent. As Additional Rent, Subtenant shall pay or reimburse Tenant, not later than thirty (if any30) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing days after written demand by ▇▇▇▇▇▇, which demand shall include reasonable supporting documentation therefor (to the Developer extent received from Landlord), for any fees and / disbursements of attorneys, architects, engineers or Proprietor others charged by Landlord and/or Tenant pursuant to the terms of the Lease in connection with any request of Subtenant for Landlord’s and / Tenant’s consent or approval. (b) Except with respect to ▇▇▇▇▇▇’s bad faith, Subtenant hereby waives any claim against Tenant which Subtenant may have based upon an assertion that Tenant has unreasonably withheld, conditioned or delayed any consent or approval requested by Subtenant in violation of any provision in this Sublease pursuant to which ▇▇▇▇▇▇ agreed not to unreasonably withhold, condition or delay its consent. In the State Authorities event there is a final determination in any such action or relevant bodies proceeding, after exhaustion of any appeals, that Tenant unreasonably withheld, conditioned or delayed its consent in violation of any provision of this Sublease, the requested consent or approval shall be borne and paid by the Purchaser absolutelydeemed to have been granted, however, except with respect to Tenant’s bad faith, Tenant shall have no liability of any kind to Subtenant for its refusal or failure to give such consent or approval. The Purchaser undertakes to keep the Assignee that any and / consent or their solicitors informed approval of the progress of such applications. No warranty is given by the Assignee that any of the consents can Tenant shall be obtained, but deemed properly withheld or delayed in the event of:- i) Any of the consents not being obtained from the Developer and / that Landlord has withheld or Proprietor and / delayed its consent or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidapproval. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey or deliver any Purchased Asset or any benefit arising under or resulting from such Purchased Asset if the sale, assignment, transfer, conveyance or delivery thereof, without the consent of a third party, (i) would constitute a breach or other contravention of the rights of such third party, (ii) would be ineffective with respect to any party to a contract or lease concerning such Purchased Asset, or (iii) would, upon transfer, in any way adversely affect the rights of Buyer under such Purchased Asset. If the sale, assignment, transfer, conveyance or delivery by any Seller to, or any assumption by Buyer of, any interest in, or Liability under, any Purchased Asset requires the consent of a third party, then such sale, assignment, transfer, conveyance, delivery or assumption shall be made subject to such consent being obtained. To the Purchaser at own costs undertaking extent any Assigned Contract may not be assigned to apply for and obtain Buyer by reason of the consents absence of any such consent (if any“Restricted Contract”), Buyer shall not be required to assume any Assumed Liabilities arising under such Restricted Contract except as provided in Section 1.12(b). (b) required To the extent that any consent in respect of a Restricted Contract or any other Purchased Asset shall not have been obtained on or before the Closing Date, (i) such Restricted Contract or other Purchased Asset shall be held back from the Developer Purchased Assets to be transferred and / or conveyed to Buyer at Closing and the Proprietor and / or State Authorities Purchase Price to be paid at Closing shall be reduced by the Allocated Value of such Restricted Contract or other relevant bodiesPurchased Asset and (ii) Sellers shall continue to use commercially reasonable efforts to obtain any such consent after the Closing Date until such time as it shall have been obtained; provided, however, it shall not be a breach by Sellers and Sellers shall have no liability to Buyer under this Agreement if a consent in respect of a Restricted Contract or other Purchased Asset is not obtained after Sellers’ use of commercially reasonable efforts. All sums Sellers shall cooperate with Buyer in any economically feasible arrangement proposed by Buyer to provide that Buyer shall receive the interest of Sellers in the benefits under such Restricted Contract or dues whatsoever owing other Purchased Asset. As soon as a consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Restricted Contract or other Purchased Asset is obtained, Sellers shall assign, transfer, convey and deliver such Restricted Contract or Purchased Asset to Buyer, and Buyer (i) shall pay Sellers a purchase price equal to the Developer and / or Proprietor and / or amount by which the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed Purchase Price was reduced on account of the progress holding back of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities Restricted Contract or other relevant bodies Purchased Asset (for reasons not attributable as adjusted pursuant to any act of default or omission by Section 1.7 through the Purchaser) on expiry of the time period prescribed for completion herein; or new closing date therefor)and (ii) Any of shall assume the consents Assumed Liabilities under any such Restricted Contract from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at after the date of the auction sale, assignment to Buyer pursuant to a special-purpose assignment and thereafter peaceably assumption agreement substantially similar in terms to yield up vacant possession those of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted Assignment and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interestAssumption Agreement. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser Buyer shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation obligation to the sale being terminated as aforesaid. b) In the event accept assignment of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities such Restricted Contract or other relevant bodiesPurchased Asset if the required consent is not obtained by June 30, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again2008.

Consents. a) The Property No action, including, without limitation, the granting or issuing of any consent, permit, license, approval, or authorization which is sold subject required to the Purchaser at own costs undertaking be made on or prior to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee this Agreement in connection with the salesale of Trust Loans under this Agreement (with the possible exception of routine filings which, if not made, will not render FNBC liable to any material penalties or will not result in the transactions contemplated by this Agreement being subject to challenge) is required. EXHIBIT F TO THE LOAN SALE AGREEMENT ASSIGNMENT For value received, in accordance with the Loan Sale Agreement (the "LOAN SALE AGREEMENT") dated as of _____ 1, 1999, among ▇▇▇▇▇▇ ▇▇▇ Education Loan Corporation, as well seller (the "SELLER"), ▇▇▇▇▇▇ Mae Student Loan Trust 1999-A (the "TRUST"), The First National Bank of Chicago, not in its individual capacity but solely as eligible lender trustee for the costs Seller ("FNBC"), and The First National Bank of Chicago, not in its individual capacity but solely as eligible lender trustee for the Trust (the "ELIGIBLE LENDER TRUSTEE"), the Seller (and, with respect to reinstate damage (if any) legal title to the property caused Initial Trust Loans, FNBC as trustee on behalf of the Seller) does hereby sell, assign, transfer and otherwise convey unto the Eligible Lender Trustee on behalf of the Trust, without recourse (subject to the obligations set forth in the Loan Sale Agreement), all right, title and interest in and to (i) the Qualified Substitute Student Loan(s) indicated in Schedule A hereto and all obligations of the Obligors thereunder, together with all documents, the related Student Loan Files and all rights and privileges related thereto, (ii) all payments and/or collections received thereunder on and after the date hereof and (iii) all proceeds of any and all of the foregoing (including but not limited to proceeds derived from the voluntary or involuntary conversion of any such Qualified Substitute Student Loans into cash or other liquidated property, such as proceeds from the applicable Guarantee Agreement). The foregoing sale does not constitute and is not intended to result in any assumption by the Purchaser Eligible Lender Trustee or the Trust of any obligation of the Seller or FNBC to the borrowers of such Qualified Substitute Student Loans or any other Person in possession thereof connection with such Qualified Substitute Student Loans or any agreement or instrument relating to any of them. In addition, the undersigned, by execution of this instrument, hereby endorse the promissory notes evidencing each such Qualified Substitute Student Loan in favor of the Eligible Lender Trustee on behalf of the Trust, without recourse (subject to the obligations set forth in the Loan Sale Agreement) against the undersigned. This endorsement may be effected by attaching a facsimile hereof to each or any of such promissory notes. This Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Loan Sale Agreement and is to be governed by the Loan Sale Agreement. Capitalized terms used but not defined herein shall have the meaning assigned to them in Appendix A to the Administration Agreement, dated as of _____ 1, 1999, among the Trust, as Issuer, the Seller, as Administrator, and State Street Bank and Trust Company, as Indenture Trustee, which also contains rules as to usage that shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidapplicable herein. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject to Lenders party hereto, constituting the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtainedRequisite Lenders, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which casehereby: (1i) If in the meanwhile the Purchaser has entered into possession waive compliance with clause (c) of the propertydefinition of Permitted Acquisition in respect of the Acquisitions and clause (e) of the definition of Permitted Acquisition in respect of the EFM Acquisition (it being understood and agreed that, then with respect to each Acquisition, the Purchaser is liable at his own costs to reinstate the property Borrowers shall otherwise comply with all other requirements for a Permitted Acquisition on or prior to the original condition as at the date consummation of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the salesuch Acquisition); and (2ii) acknowledge and agree that the Subordinated Notes constitute Permitted Subordinated Indebtedness pursuant to clause (i) of the definition thereof and consent to the terms of the Subordinated Notes as required pursuant to such clause; provided that (A) the terms of the -------- Subordinated Notes are substantially similar to those set forth on the Subordinated Note Term Sheet; (B) the documentation evidencing the Subordinated Notes, including the indenture governing the terms thereof, is satisfactory to the Agents; (C) the proceeds of the Subordinated Notes are used to pay the Roche Purchase Price, the EFM Purchase Price (to the extent payable at the time of the issuance thereof) and the Transaction Costs; (D) the gross proceeds received from the issuance of the Subordinated Notes are not greater than $250,000,000; and (E) the proceeds of the Subordinated Notes in excess of those used to fund payment of the Roche Purchase Price, the EFM Purchase Price (to the extent payable at the time of the issuance thereof) and the Transaction Costs shall be applied to the repayment of Revolving Loans (without effecting any corresponding decrease in the Revolving Credit Commitments). (b) Subject to the following sentence, the Lenders party hereto, constituting the Requisite Lenders, hereby consent to the amendment to the Certificate of Incorporation of the Company changing the name of the Company from "International Technology Corporation" to "The costs / expenses reasonably incurred by IT Group, Inc." and waive any Event of Default that may have arisen as a result of the Assignee failure of the Company to comply with the terms of Section 4(a) of the Borrower Security Agreement to which the Company is a party in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidname change. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which caseBorrower consents: (1a) If To any extension, postponement of time of payment, indulgence or to any substitution, exchange, release of Collateral, or to any addition to or release of any party or persons primarily or secondarily liable. (b) Following the occurrence of and during the continuance of a Default, acceptance of partial payments on any Accounts or instruments and the settlement, comprising or adjustment thereof. (c) Lender has the unrestricted right at any time or from time to time, and without Borrower's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an "Assignee"), and Borrower agrees that it will execute, or cause to be executed, such documents, including, without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as Lender may deem necessary to effect the meanwhile foregoing. In addition, at the Purchaser request of Lender and any such Assignee, Borrower is to issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has entered into possession retained any of its rights and obligations hereunder following such assignment, to Lender, which new promissory notes are to be issued in replacement of but not in discharge of the property, then liability evidenced by the Purchaser is liable at his own costs promissory note held by Lender prior to reinstate such assignment and are to reflect the property to the original condition as at the date amount of the auction salerespective commitments and loans held by such Assignee and Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred any other documentation required by the Assignee Lender in connection with such assignment, and the sale, as well as the costs to reinstate damage (if any) to the property caused payment by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee is to be deemed to be a party to this Agreement and has all of the Purchaser rights and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the Assignee) extent that such rights and thereafter the residue (if any) shall be refunded obligations have been assigned by Lender pursuant to the Purchaser free of interestassignment documentation between Lender and such Assignee, and Lender is to be released from its obligations hereunder and thereunder to a corresponding extent. For this purposeLender may furnish any information concerning Borrower in its possession from time to time to prospective Assignees, a certificate signed by provided that Lender may require any officer of such prospective Assignees to agree in writing to maintain the Assignee certifying the amount confidentiality of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidinformation. b(38) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due Section 11.14 is hereby amended to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default read as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.follows:

Consents. The Guarantor hereby consents and agrees that -------- any or all of the following actions may be taken or things done without notice to the Guarantor and without affecting, diminishing or releasing the liability of the Guarantor under this Guaranty: (a) The Property is sold subject to time for the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / Borrower's performance of or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that compliance with any of the consents can Obligations or any other obligations, duties or covenants created under or pursuant to any of the Loan Documents may be obtainedaccelerated, but in renewed, modified, released or extended or such performance or compliance may be waived by the event of:-Lender, including, without limitation, the time of payment of the Obligations. i(b) The rate of interest under the Loan Agreement or other evidence of indebtedness may be increased or decreased. (c) Any of the consents not being obtained from acts referred to in any documents, instruments or certificates evidencing or securing the Developer and / Obligations or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable referred to in any act of default or omission the Loan Documents may be performed, in accordance with their terms, by the Purchaser) Borrower or any other party for and or on expiry behalf of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:Borrower. (1d) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses As described therein or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaidherein, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event terms of any of the consents not being obtained from the Developer and / documents, instruments or Proprietor and / certificates evidencing or State Authorities or other relevant bodies, on expiry securing any of the time Obligations or the terms of the Loan Documents may be modified, extended or renewed for any period prescribed for completion hereinthe purpose of adding any provisions thereto or changing in any manner the rights of the Lender or of the Borrower thereunder. (e) The Lender may grant releases, due to reasons attributable compromises and indulgences with respect to any act of default the Obligations or omission any of the Loan Documents to any persons or entities now or hereafter liable thereunder or hereunder. (f) The Lender may release any guarantor or endorser of any of the Obligations, the Loan Documents or any other covenant, obligation or duty guaranteed hereby or referred to herein. (g) The Lender may take or fail to take any action of any type whatsoever without releasing the Guarantor's obligations hereunder or affecting this Guaranty in any way or affording the Guarantor any recourse against the Lender. (h) Any property constituting security of any kind or nature whatsoever now or hereafter held by the Purchaser Lender or non-fulfilment by any person, firm, trustee or corporation on the Purchaser Lender's behalf, or for its account, may be surrendered or exchanged or substituted for collateral of like kind or of any requirements imposed on kind, or such property or security may be otherwise dealt with, and the purchase of low Lender's interest thereunder may be released or low- medium cost propertyremain in effect, all as the Assignee shall be entitledLender, at in its absolute sole discretion, may deem desirable. (i) The Lender may resort to treat such default as a repudiation the Guarantor for payment and performance of any of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% Obligations or any of the successful bid deposited with obligations, duties and covenants created under and pursuant to any of the Assignee shall be forfeited absolutely to Loan Documents whether or not the Assignee as agreed liquidated damages and the Purchaser Lender shall have no claims whatsoever against resorted to any property now or hereafter securing any of the Assigneeundertakings thereunder or any other party primarily or secondarily liable on any of the Obligations or any of the obligations, their solicitors or duties and covenants created under and pursuant to any of the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againLoan Documents.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. The assignee shall not be held liable for any delay and/or cost in the transfer of the title to the purchaser in whatsoever circumstances. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject Without limiting Seller's and Buyer's respective rights pursuant to the Purchaser at own costs undertaking Articles VIII or IX with respect to apply for and obtain the consents (if any) required from the Developer and / Seller's or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Buyer's obligations to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtainedclose, but in the event of:- i) Any Seller or Buyer, as applicable, waives its rights under Sections 8.3 or 9.3, respectively, and Seller and Buyer elect to proceed with the Closing notwithstanding the fact that not all Consents and Approvals have been obtained, the parties further agree that Seller shall retain, until such time as all Consents or Approvals shall have been obtained, all rights to and liabilities under any Specified Contract to which any required consent or approval listed on Schedule 3.4 pertains if such consent or approval has not been obtained prior to Closing (the "Deferred Contract"). Until the assignment of the Deferred Contract, (a) Buyer shall continue to use all commercially reasonable efforts and Seller shall fully cooperate with Buyer to obtain all required consents not being obtained from or approvals to remove any other impediments to such assignment, and (b) Seller shall cooperate with Buyer (and Buyer shall cooperate with Seller) in any arrangement to provide (to the Developer extent permitted without breach of such Deferred Contract or Applicable Law) Buyer with the benefits and / or Proprietor burdens of such Deferred Contract after the Closing Date to the same extent as if such Deferred Contract had been assigned to Buyer (such arrangement, an "Alternative Arrangement"). Seller and / or State Authorities or other relevant bodies (for reasons not attributable Buyer shall agree in good faith as to any act the terms of default or omission by such Alternative Arrangement, which arrangement may consist of an arrangement pursuant to which Seller subcontracts Buyer to perform under the Purchaser) on expiry Deferred Contracts, substantially in the form of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable Subcontract attached hereto as Exhibit C. If, subsequent to the Assignee in its absolute discretionClosing, or iiiSeller shall obtain all required consents or approvals required to assign any Deferred Contract, the Deferred Contract for which consent or approval to assign has been obtained shall at that time be deemed to be conveyed, granted, bargained, sold, transferred, setover, assigned, released, delivered and confirmed to Buyer and assumed by Buyer, without need of further action by Seller or of further documentation except for notice from Seller to Buyer that such consent or approval has been obtained; and from and after the effective date such Deferred Contract is assigned to Buyer, (x) The sale herein being set aside for no party shall have any reason whatsoever by further liability under the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction saleAlternative Arrangement related thereto, and thereafter peaceably to yield up vacant possession of (y) the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs Deferred Contract shall be deemed final / conclusive to be a Specified Asset and binding upon the PurchaserSpecified Liability. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation Seller's obligations pursuant to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable Non-competition Agreement with respect to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee Deferred Contract shall be entitled, at of no effect unless and until Buyer has assumed the benefits and burdens of such Deferred Contract pursuant to an Alternative Arrangement or until its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againassignment.

Consents. (a) The Property Whenever the consent or approval of Tenant is sold subject required, Subtenant shall also be required to obtain the prior written consent or approval of Landlord and/or the Board of Managers if required pursuant to the Purchaser at own costs undertaking to apply for Lease, and obtain Subtenant shall provide such additional information or documents which Landlord and/or the consents (if any) required from the Developer and / Board of Managers requests or upon which Landlord or the Proprietor Board of Managers may condition its consent or approval. As Additional Rent, Subtenant shall reimburse Tenant, not later than twenty (20) days after written demand, for any reasonable fees and / disbursements of attorneys, architects, engineers or State Authorities or other relevant bodies. All sums or dues whatsoever owing others charged by Landlord, pursuant to the Developer and / Lease, in connection with any request for Landlord’s consent or Proprietor and / approval. (b) Subtenant hereby waives any claim against Tenant which Subtenant may have based upon an assertion that Tenant has unreasonably withheld, conditioned or delayed any consent or approval requested by Subtenant in violation of any provision in this Sublease pursuant to which Tenant agreed not to unreasonably withhold, condition or delay its consent. In the State Authorities event there is a final determination in any such action or relevant bodies proceeding, after exhaustion of any appeals, that Tenant unreasonably withheld, conditioned or delayed its consent in violation of any provision of this Sublease, the requested consent or approval shall be borne and paid by deemed to have been granted, however, Tenant shall have no liability of any kind to Subtenant for its refusal or failure to give such consent or approval. Without limiting the Purchaser absolutely. The Purchaser undertakes to keep scope of Tenant’s discretion, the Assignee that any and / consent or their solicitors informed approval of the progress of such applications. No warranty is given by the Assignee that any of the consents can Tenant shall be obtained, but deemed properly withheld in the event of:-that Landlord and/or the Board of Managers has withheld or delayed its consent or approval. i(c) Any Subtenant acknowledges that pursuant to the Condominium Documents Subtenant may be required to obtain the consent or approval of the consents not being obtained from Board of Managers to certain actions to be taken by Subtenant under this Sublease. If any provision of this Sublease requires the Developer consent or approval of Landlord, Tenant, neither, or both, to any. matter (each, a “Consent Matter”), and / the Condominium Documents require the consent or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry approval of the time period prescribed for completion herein; or ii) Any Board of Managers to such Consent Matter, then such provision shall be deemed to require the consent or approval of the consents from Board of Managers to such Consent Matter without the Developer and / necessity of expressly stating so in such provision or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to elsewhere in this Sublease. If the Assignee in its absolute discretion, orBoard of iii) The sale herein being set aside 19. Managers for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled no reason refuses or otherwise fails to terminate the sale by giving the Purchaser written notice thereofgrant such consent or approval, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser Subtenant shall have no further claim against right to terminate or cancel this Sublease. Tenant shall use commercially reasonable efforts to cause Landlord to perform Landlord’s obligations to procure the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any actions of the consents Board of Managers under Section 40.26 of the Lease. Tenant shall not being obtained from the Developer and / be obligated to perform any acts, expend any sums or Proprietor and / or State Authorities bring any lawsuits or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereoflegal proceedings, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely order to the Assignee as agreed liquidated damages obtain such approval or consent, and the Purchaser Subtenant shall have no claims whatsoever right to any claim against Tenant in the Assignee, their solicitors event the Board of Managers so refuses or the Auctioneer in relation fails to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againgrant such consent or approval.

Consents. ‌ (a) The Property is sold subject Notwithstanding anything in this Agreement to the Purchaser at own costs undertaking contrary, this Agreement will not constitute an agreement to apply for and obtain sell, contribute, assign, transfer, convey or delivery any Transferred Asset or any benefit arising under or resulting from such Transferred Asset if the consents (if any) required from sale, contribution, assignment, transfer, conveyance or delivery thereof, without the Developer and / consent of a third party, would, upon transfer, result in termination of Newco’s or Buyer’s rights under such Transferred Asset. If the Proprietor and / sale, contribution, assignment, transfer, conveyance or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid delivery by the Purchaser absolutely. The Purchaser undertakes to keep Acquired Companies to, or any assumption by Newco or Buyer of, any interest in, or liability under, any Transferred Asset requires the Assignee that any and / consent of a third party, then such sale, contribution, assignment, transfer, conveyance, delivery or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall assumption will be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein such consent being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:obtained. (1b) If To the extent that any contract or agreement that is a Transferred Asset may not be assigned to Newco or Buyer by reason of the absence of the consent described in Section 2.9(a) (the “Restricted Contract”), or any other Transferred Asset may not assigned to Newco or Buyer by reason of the absence of the consent described in Section 2.9(a), on or before the Closing Date, Newco and Buyer will use all commercially reasonable efforts to obtain any such consent after the Closing Date until such time as it will have been obtained, and in the meanwhile case of a Restricted Contract, or until it terminates in accordance with its terms. Sellers and the Purchaser has entered into possession Acquired Companies will reasonably cooperate with Newco and Buyer in their efforts to obtain such consent, including make any required filings or submissions as license holder, and will keep Newco and Buyer fully informed with respect to any developments in the consent process that come to their attention, and will not take any action to delay, impair or impede the consent process or otherwise reduce the likelihood of receiving consent. Sellers and the Acquired Companies will fully cooperate with Newco and Buyer in any economically feasible arrangement to provide Newco or Buyer with the benefits of the propertyapplicable Acquired Company under such Restricted Contract or other Transferred Asset. From time to time after the Closing Date, then as soon as a consent for the Purchaser sale, contribution, assignment, transfer, conveyance, delivery or assumption of a Restricted Contract or other Transferred Asset is liable obtained, the applicable Acquired Company will, at his own costs the Buyer’s option, either promptly (i) assign, transfer, convey and deliver such Restricted Contract or Transferred Asset to reinstate Newco, and Newco will assume the property to the original condition as at Assumed Liabilities under any such Restricted Contract from and after the date of assignment to Newco, or (ii) transfer the auction sale, and thereafter peaceably Company Interests as contemplated in Section 2.1 if the Acquired Companies are no longer required to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by retain any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities Restricted Contracts or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againTransferred Asset.

Consents. a) The Property property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies except those mentioned in Clause 10(a) shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of: a any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (other than for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any completion: or b any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The ; or c the sale herein being set aside for any reason whatsoever by the assignee Assignee or by an Order of Court; Then then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If : - if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] 7 days upon service of the notice terminating the sale; and (2) The costs / and - the costs/expenses reasonably incurred by the Assignee Assignee/Bank in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee/Bank) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee Assignee/Bank certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee/Bank, their Solicitors or solicitors nor the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) . In the event of any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment fulfillment by the Purchaser of any requirements imposed on the purchase of low or low- low-medium cost property, the Assignee Assignee/Bank shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee Assignee/Bank shall be forfeited absolutely to the Assignee Assignee/Bank as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee/Bank, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee Assignee/Bank shall be entitled to put up the property for re-sale again.

Consents. a) The Property No action, including, without limitation, the granting or issuing of any consent, permit, license, approval, or authorization which is sold subject required to the Purchaser at own costs undertaking be made on or prior to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee this Agreement in connection with the salesale of Financed Student Loans under this Agreement (with the possible exception of routine filings which, if not made, will not render NBD liable to any material penalties or will not result in the transactions contemplated by this Agreement being subject to challenge) is required. EXHIBIT F TO THE LOAN SALE AGREEMENT ASSIGNMENT For value received, in accordance with the Loan Sale Agreement (the "Loan Sale Agreement") dated as of April 1, 1997, among USA Group Secondary Market Services, Inc., as well seller (the "Seller"), SMS Student Loan Trust 1997-A (the "Trust"), NBD Bank, N.A., as trustee for the costs Seller ("NBD") and The First National Bank of Chicago, not in its individual capacity but solely as Eligible Lender Trustee (the "Eligible Lender Trustee"), the Seller (and, with respect to reinstate damage (if any) legal title to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if anyInitial Financed Student Loans, paid herein towards account NBD as trustee on behalf of the purchase price by Seller) does hereby sell, assign, transfer and otherwise convey unto the Purchaser Eligible Lender Trustee on behalf of the Trust, without recourse (subject to the Assigneeobligations set forth in the Loan Sale Agreement), all right, title and interest in and to (i) the Qualified Substitute Student Loan(s) indicated in Schedule A hereto (the "Additional Student Loans") and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer all obligations of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaidObligors thereunder, together with all documents, the Purchaser shall have no further claim against related Student Loan Files and all rights and privileges related thereto, (ii) all payments and/or collections received thereunder on and after the Assignee, their Solicitors date hereof and (iii) all proceeds of any and all of the foregoing (including but not limited to proceeds derived from the voluntary or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event involuntary conversion of any of the consents not being obtained Additional Student Loans into cash or other liquidated property, such as proceeds from the Developer applicable Guarantee Agreement). The foregoing sale does not constitute and / is not intended to result in any assumption by the Eligible Lender Trustee or Proprietor and / or State Authorities or other relevant bodies, on expiry the Trust of any obligation of the time period prescribed for completion herein, due Seller or NBD to reasons attributable the borrowers of Additional Student Loans or any other Person in connection with the Additional Student Loans or any agreement or instrument relating to any act of default them. In addition, the undersigned, by execution of this instrument, hereby endorse the promissory notes evidencing each Additional Student Loan in favor of the Eligible Lender Trustee on behalf of the Trust, without recourse (subject to the obligations set forth in the Loan Sale Agreement) against the undersigned. This endorsement may be effected by attaching a facsimile hereof to each or omission any of such promissory notes. This Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Loan Sale Agreement and is to be governed by the Purchaser or non-fulfilment by Loan Sale Agreement. Capitalized terms used but not defined herein shall have the Purchaser meaning assigned to them in Appendix A to the Administration Agreement, dated as of any requirements imposed on April 1, 1997, among the purchase of low or low- medium cost propertyTrust, as Issuer, the Assignee Seller, as Administrator, and Bankers Trust Company, as Indenture Trustee, which also contains rules as to usage that shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againapplicable herein.

Consents. a) The Property is sold fulfillment of its obligations hereunder will not constitute a material violation of any existing applicable law, rule, regulation or order of any governmental authority. Except [***] Filed separately with the Commission pursuant to a request for confidential treatment. as set forth in Section 6.01, all material necessary or appropriate public or private consents, permissions, agreements, licenses, or authorizations to which it or any Transponder or, in the case of HCG, the Satellite may be subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / have been or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee obtained in a timely manner; provided, however, that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies it shall be subject HCG's sole responsibility to conditions which are obtain any regulatory approvals needed to enable it to lease Transponders as provided for in this Agreement, other than the regulatory approvals described in Section 6.01(b) below. Notwithstanding the preceding sentence, HCG and Lessee acknowledge that the transactions set forth in this Agreement may be challenged before the FCC or a court of competent jurisdiction by other persons or entities not acceptable to the Assignee in parties hereto. In such event, HCG and Lessee agree that HCG shall use its absolute discretionbest efforts, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereofand, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date reasonable request of HCG, Lessee shall use reasonable efforts, before the auction saleFCC, and thereafter peaceably the courts if an appeal from an FCC order is taken, to yield up vacant possession of support HCG's right to lease and Lessee's right to lease the property Transponders and that they shall fully cooperate with each other in these endeavors. Lessee alone shall have the right to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / determine whether and to whom it will incur legal expenses reasonably incurred by the Assignee in connection with any proceeding arising out of its obligations under this Section 5.03. If, however, by written order, the saleFCC or a court of competent jurisdiction shall determine that HCG may not lease to Lessee and Lessee may not lease from HCG the Transponders on the terms and conditions set forth herein, then HCG and Lessee shall seek immediate review of such order before the FCC or an appellate court or shall, if possible, reconstitute the transaction to comply with such order. If an appellate court issues a written order, which is no longer subject to further judicial rehearing or review, upholding the determination of the FCC or a court or competent jurisdiction that HCG may not lease and Lessee may not lease the Transponders, then HCG and Lessee shall, if possible, reconstitute the transaction as well as set out herein and, if they are unable to do so, either party shall thereafter have the costs right to reinstate damage terminate this Agreement (if any) upon written notice to the property caused by the Purchaser other party) as set forth in possession thereof shall be deducted and set-off against the deposit and other monies (if anySection 10.05, paid herein towards account of the purchase price by the Purchaser without liability to the Assignee) and thereafter the residue (if any) shall be refunded other, except for obligations arising prior to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaiddate thereof. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject to In the Purchaser at own costs undertaking to apply for event the Agent or Bank of America, acting through its Sterling LIBOR Lending Office, requests the consent of a Lender and obtain the consents (if any) required does not receive a written denial thereof, or a written notice from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee a Lender that any and / or their solicitors informed due consideration of the progress request requires additional time, in each case, within ten (10) Business Days after such Lender's receipt of such applications. No warranty is request, then such Lender will be deemed to have given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:such consent. (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event the Agent, Bank of America, acting through its Sterling LIBOR Lending Office, the Borrower, ▇▇▇▇▇ UK or NIM Holdings, as the case may be, requests the consent of a Lender and such consent is denied, then Bank of America or the Borrower, ▇▇▇▇▇ UK or NIM Holdings, as the case may be, may, at their option, require such Lender to assign its interest in the Loans and Commitments to Bank of America or such other lender as shall be acceptable to the Borrower, ▇▇▇▇▇ UK and/or NIM Holdings, as the case may be, Bank of America, acting through its Sterling LIBOR Lending Office, and the Agent, for a price equal to the then outstanding principal amount thereof, plus accrued and unpaid interest, fees and costs and expenses due such Lender under the Financing Documents, which principal, interest, fees and costs and expenses will be paid on the date of such assignment. In the event that Bank of America, acting through its Sterling LIBOR Lending Office, the Agent, the Borrower, ▇▇▇▇▇ UK or NIM Holdings, as the case may be, elects to require any Lender to assign its interest to Bank of America or such other lender as shall be acceptable to the Borrower, ▇▇▇▇▇ UK, or NIM Holdings, as the case may be, and the Agent and Bank of America, acting through its Sterling LIBOR Lending Office, will so notify such Lender in writing within thirty (30) days following such Lender's denial, and such Lender will assign its interest to Bank of America or such other lender as shall be acceptable to the Borrower, ▇▇▇▇▇ UK or NIM Holdings, as the case may be, Bank of America, acting through its Sterling LIBOR Lending Office, and the Agent, no later than five (5) days following receipt of such notice. (c) The Lenders each hereby authorize the Agent and/or Bank of America, acting through its Sterling LIBOR Lending Office, as appropriate on their behalf to execute any and all amendments to this Agreement and any of the consents not being obtained from other Financing Documents as may be necessary to remedy and correct any clerical errors, omissions or inconsistencies. The Agent and Bank of America, acting through its Sterling LIBOR Lending Office, as appropriate, agrees to give copies of any and all such executed amendments to each of the Developer Lenders. (d) Notwithstanding anything to the contrary contained herein, Bank of America, acting through its Sterling LIBOR Lending Office, acknowledges and / or Proprietor and / or State Authorities or other relevant bodiesagrees that to the extent any Lender has made all required payments to Bank of America, acting through its Sterling LIBOR Lending Office, on expiry account of its participation interests in the time period prescribed for completion hereinUK Obligations in accordance with the terms of this Agreement, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee such Lender shall be entitled, at its absolute discretion, to treat such default as deemed a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.157

Consents. (a) The Property is sold subject If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), Buyer may, in its sole discretion, waive the closing conditions as to any such Material Consent and elect to have Sellers continue their efforts to obtain the Material Consents for a period of up to 180 days following the Closing. If Buyer elects to waive any closing condition as to any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the Purchaser at own costs undertaking consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the parties shall use Best Efforts, and cooperate with each other, to apply for and obtain the consents Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of any Material Consents relating to any Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term (if any) required from or any right or benefit arising thereunder, including the Developer enforcement for the benefit of Buyer of any and / or all rights of any Seller against a third party thereunder). Buyer agrees to reimburse Sellers for all out of pocket expenses actually incurred by Sellers after the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Closing Date to the Developer and / or Proprietor and / or extent such expenses are incurred in connection with providing Buyer the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed benefits of the progress Restricted Material Contracts after the Closing Date. Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, the applicable Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such applications. No warranty is given by transfer, all at no additional cost to Buyer). (b) If there are any Consents other than the Assignee that Material Consents necessary for the assignment and transfer of any Assigned Contracts to Buyer which have not yet been obtained (or otherwise are not in full force and effect) as of the consents can be obtainedClosing, but Buyer shall, in the event of:- i) Any case of each of the consents Assigned Contracts as to which such Consents were not being obtained from the Developer and / (or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which otherwise are not acceptable to in full force and effect), accept the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order assignment of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereofsuch Assigned Contract, in which case: (1) If in , as between Buyer and the meanwhile the Purchaser has entered into possession of the propertySellers, then the Purchaser is liable at his own costs to reinstate the property such Assigned Contract shall, to the original condition as maximum extent practicable and notwithstanding the failure to obtain the applicable Consent, be transferred at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property Closing pursuant to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, Assignment and Assumption Agreement as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For elsewhere provided under this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidAgreement. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Disney and Infoseek and no further action is sold required on the part of either Disney or Infoseek to authorize the Agreement. This Agreement has been duly executed and delivered by Disney and Infoseek, and, assuming the due authorization, execution and delivery by each to the other constitutes the valid and binding obligations of Disney and Infoseek, enforceable in accordance with the terms of this Agreement, except as such enforceability may be limited by principles of public policy and subject to the Purchaser at own costs undertaking laws of general application relating to apply for bankruptcy, insolvency and obtain the consents (if any) required from the Developer relief of debtors and / or the Proprietor and / or State Authorities to rules of law governing specific performance, injunctive relief or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutelyequitable remedies. The Purchaser undertakes execution and delivery by Disney and Infoseek, each unto the other, of this Agreement does not, and the performance and consummation of the transactions contemplated hereby will not, result in any conflict with or violation of (i) any provision of the Articles or Certificate of Incorporation or Bylaws of either Disney or Infoseek, (ii) any material, contract, or license to keep which either Disney or Infoseek, or any of their properties or assets, are subject (except as set forth on the Assignee that Schedule attached to Exhibit B) or (iii) any and / judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Disney or Infoseek or their solicitors informed of the progress of such applicationsrespective properties or assets. No warranty consent, waiver, approval, order or authorization of, or registration, declaration or filing with any governmental body or third party is given required by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / with respect to Disney or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Infoseek in connection with the sale, as well as execution and delivery of this Agreement or the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account consummation of the purchase price by the Purchaser to the Assigneetransactions contemplated hereby, except for (i) such consents, waivers, approvals, orders, authorizations, registrations, declarations and thereafter the residue filings as may be required under applicable federal and state securities laws, (if anyii) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated other filings or approvals as aforesaidmay be required under California or Delaware law. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT AND ITS EXHIBITS, NEITHER PARTY MAKES ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND ITS EXHIBITS, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or Assignee/Bank and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee Assignee/Bank that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee Assignee/Bank in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee Assignee/Bank or by an Order of Court; Then then the Assignee Assignee/Bank is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee Assignee/Bank within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee Assignee/Bank in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee/Bank) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee Assignee/Bank certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee/Bank, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In . The Bank would not be liable for any delay and/or cost in the event of any transfer of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely title to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againPurchaser.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) b. In the event of any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment fulfillment by the Purchaser of any requirements imposed on the purchase of low or low- low-medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject Following the execution hereof, the Seller shall make applications to the Purchaser at own costs undertaking Franchising Authority and other third parties who are listed on Schedule 3.3 and whose consent is required for the consummation of the transaction contemplated hereby and shall otherwise use its commercially reasonable efforts to apply for and obtain the consents (if any) required from Seller Consents listed on Schedule 3.3 as expeditiously as possible. Following the Developer and / execution hereof until the earlier of the Closing or the Proprietor and / or State Authorities or other relevant bodiestermination of this Agreement in accordance with Section 8.1, the Parties shall use their commercially reasonable efforts to obtain as expeditiously as possible the Seller Consents. All sums or dues whatsoever owing Notwithstanding anything to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion contrary contained herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: no event shall Seller be required, as a condition of obtaining such Seller Consents, to expend any monies on, before or after the Closing Date (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, other than professional fees and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the saleefforts to obtain such Seller Consents, the applicable customary transfer fee and its administrative costs and expenses, which shall be paid prior to Closing), or to offer or grant any accommodations or concessions materially adverse to the Business; provided, however, that solely with respect to any Seller Consent for the Assumed Contracts, the Seller may grant, and Buyer hereby agrees to accept, accommodations and concessions to obtain any such Seller Consent that are customary and commercially reasonable. Buyer shall use its commercially reasonable efforts to promptly assist Seller and shall take such prompt and affirmative actions as may reasonably be necessary in obtaining such Seller Consents, and, except as set forth in the proviso in the immediately preceding sentence with respect to the Assumed Contracts, in no event shall Buyer be required, as well as a condition of obtaining any such Seller Consent to expend any monies on, before or after the costs Closing, or to reinstate damage (if any) offer or grant any accommodations, concessions, changes or conditions materially adverse to the property caused Business or Buyer (including any amendment, modification, supplement or change to any Franchise or Assumed Contract to which any such Seller Consent related), and in no event shall Seller agree to (a) the payment of any amount by Buyer after Closing or, (b) except as set forth in the Purchaser proviso in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser immediately preceding sentence with respect to the Assignee) and thereafter the residue (if any) shall be refunded Assumed Contracts, any accommodation, concession, charge or condition to any Assumed Contract or Franchise to which such Seller Consent relates attributable to the Purchaser free of interestperiod after Closing in connection with obtaining any such Seller Consents that Buyer would not be required to accept pursuant to this Section 5.3. For this purposeSeller agrees that it shall not, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation prior to the sale being terminated as aforesaid. b) In Closing, without the event prior written consent of any of the consents not being obtained from the Developer and / Buyer, seek amendments or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable modifications to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againFranchise.

Consents. As of the Agreement Effective Date (as hereinafter defined), the Lender hereby consents to each of DAI, Gainor, DMS, DSC, MLI, Facet, MNY, MII, QO or any other domestic subsidiary of Parent: notwithstanding anything set forth to the contrary in clause (e) of Exhibit IV to the Loan and Security Agreement, granting the Springing Guarantees, so long as (i) the principal amount of the Unsecured Convertible Notes so guaranteed shall be no greater than $86,250,000; and (ii) such Springing Guarantees shall be issued on the terms set forth in the Draft Offering Memorandum as modified to reflect the revisions set forth in the ▇▇▇▇-up attached hereto as Exhibit C. notwithstanding anything set forth to the contrary in clause (z) of Exhibit IV to the Loan and Security Agreement, granting the Springing Guarantee in order for the Parent to successfully issue the Unsecured Convertible Notes and consummate the Repurchase on the terms set forth in the Offer and Solicitation with the proceeds of the Unsecured Convertible Notes; provided, however, that (i) the Borrowers and the Authorized Representative, jointly and severally, each hereby covenant and agree that none of the Net Proceeds received from the issuance of the Unsecured Convertible Notes, or any proceeds thereof, will be used to prepay the Lender Debt or any portion thereof without the prior written consent of the Lender, and (ii) the description of notes set forth in the Draft Offering Memorandum shall not be modified other than (x) to insert omitted pricing information and (y) as contemplated by clause (ii) of subsection (a) The Property is sold subject above, except to the Purchaser at own costs undertaking to apply for and obtain extent such modifications are not, in the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Lender’s opinion, adverse to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed interests of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidLender. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject Schering-Plough shall, and shall cause its Affiliates to, use, prior to the Purchaser at own costs undertaking Termination Time and thereafter until March 31, 2012, Diligent Efforts to apply for obtain, and obtain the Centocor shall, and shall cause its Affiliates to, use Diligent Efforts to assist and cooperate with Schering-Plough and its Affiliates in connection therewith, all necessary consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer assignment and / transfer of any Transferred Asset that is not assignable or Proprietor and / transferable without the consent of any Person, other than Schering-Plough, Centocor or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of their respective Affiliates (any such Transferred Asset, a “Non-Consented Asset”), it being understood that to the consents can extent the foregoing shall require any action by Schering-Plough or any of its Affiliates that would, or would continue to, affect a Product in a Relinquished Territory, such action shall require the prior written consent of Centocor (not to be obtainedunreasonably withheld, but delayed or conditioned). Further, with respect to any such Transferred Asset, after the Termination Time and until the requisite consent is obtained and the foregoing is transferred and assigned to Centocor or an Affiliate (without regard to the March 31, 2012 date set forth in the event of:- ifirst sentence of this Section 2.4(f)), Schering-Plough shall (or shall cause its Affiliates to) Any provide to Centocor or its Affiliates, at no cost or expense, the benefits thereof (or substantially comparable benefits) and shall enforce, at Centocor’s cost and expense, at the request of and for the consents not being obtained from account of Centocor or its Affiliate, any rights of Schering-Plough or its Affiliates arising thereunder against any Person, including the Developer and / right to elect to terminate in accordance with the terms thereof upon the advice of Centocor. If Centocor or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to its Affiliate is provided with benefits of any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable such Transferred Asset, then to the Assignee in extent permitted by applicable Law and the terms of any applicable Contractual Right or Marketing Authorization, Centocor shall, or shall cause its absolute discretionAffiliate to, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereofperform, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date request of Schering-Plough or its Affiliate, as applicable, the auction saleobligations of Schering-Plough or its Affiliate thereunder. Notwithstanding the foregoing provisions of this Section 2.4(f), and thereafter peaceably to yield up vacant possession neither Schering-Plough nor any of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee its Affiliates shall have any obligation, in connection with the salematters set forth in this Section 2.4(f), as well as the costs to reinstate damage (if any) make any payment to the property caused any third party, in connection therewith, unless reimbursed by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interestCentocor. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event any such payment is required by a third party, Schering-Plough shall promptly notify Centocor thereof. Schering-Plough shall discuss and consult with Centocor regarding any request by any such third party for such payment and will, to the extent not prohibited under the applicable Contractual Right or Marketing Authorization, permit Centocor to negotiate directly with such third party regarding such payment. Centocor shall retain full discretion and authority over the decision to make, and the final terms of, any such payment to any such third party, and over the form of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againcorresponding consent.

Consents. a) The Property is sold In the case of consents and approvals customarily requested prior to Closing, failure to obtain such consent or approval shall be considered a Significant Title Defect subject to the Purchaser at own costs undertaking provisions of subsection 14(b) hereof unless waived in writing by PURCHASER. In the case of consents and approvals customarily requested upon or after Closing (including without limitation state and federal approvals of lease transfers), PURCHASER and SELLER agree to apply for request such approvals promptly after Closing. Prior to such consents or approvals being obtained or if such consents and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can approvals cannot be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies SELLER shall be subject to conditions which are not acceptable hold title to the Assignee in its absolute discretion, or iii) The sale herein being set aside affected interests for any reason whatsoever by the assignee or by an Order benefit of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, PURCHASER and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee PURCHASER shall be entitled to put up receive all benefits and shall bear all liabilities, costs and expenses associated with or related to such interests ("Costs") and, subject to SELLER's obligations of indemnity under subsection 22(c), (d) and (e), shall indemnify, defend and hold harmless each SELLER and the property for re-sale againSELLER Indemnified Parties (as defined in subsection 22(a) hereof) from all Claims (as defined in subsection 22(g)) arising out of or related to the use, ownership, operation, maintenance, occupation or abandonment of such interest from and after the Effective Date, EVEN THOUGH SUCH CLAIM MAY HAVE BEEN CONTRIBUTED TO OR CAUSED BY THE NEGLIGENCE (OF ANY CHARACTER, WHETHER SOLE, GROSS, JOINT, CONCURRENT, CONTRIBUTORY OR OTHERWISE) OR FAULT OR STRICT OR STATUTORY LIABILITY OF SELLER UNDER ANY LAW (INCLUDING STATUTORY, REGULATORY AND CASE LAW), including without limitation liability arising under statute law, rule, order, equity or court or adjudicatory or arbitral proceeding to SELLER as holder of title to the interests. For purposes of this AGREEMENT, all consents and approvals obtained shall be deemed to relate back to the Effective Date hereof.

Consents. (a) The Property is sold subject Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey or deliver any Acquired Asset or Transferred Asset or any benefit arising under or resulting from such Acquired Asset or Transferred Asset if the sale, assignment, transfer, conveyance or delivery thereof, without the consent of a third party, would, upon transfer, result in termination of Purchaser’s rights under such Acquired Asset or Transferred Asset. If the sale, assignment, transfer, conveyance or delivery by any Asset Seller to, or any assumption by Purchaser at own costs undertaking to apply for and obtain of, any interest in, or Liability under, any Acquired Asset or Transferred Asset requires the consents (if any) required from the Developer and / consent of a third party, then such sale, assignment, transfer, conveyance, delivery or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies assumption shall be subject to conditions which are not acceptable such consent being obtained. Without limiting Section 3.5(b), to the Assignee in its absolute discretionextent any Contract that is an Acquired Asset or Transferred Asset may not be assigned to Purchaser by reason of the absence of any such consent (“Restricted Contract”), or iii) The sale herein being set aside for Purchaser shall not be required to assume any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:Assumed Liabilities arising under such Restricted Contract. (1b) If To the extent that any consent in respect of a Restricted Contract or any other Acquired Asset or Transferred Asset shall not have been obtained on or before the Closing Date, Purchaser shall continue to use reasonable efforts to obtain any such consent after the Closing Date until such time as it shall have been obtained or such Contract shall have terminated in accordance with its terms. The Seller Representative shall, and shall cause the relevant Asset Seller to, cooperate with Purchaser in an economically feasible arrangement to provide that Purchaser shall receive the interest of such Asset Seller in the meanwhile benefits under such Restricted Contract or other Acquired Asset or Transferred Asset. Purchaser shall cooperate with such Asset Seller with respect to any such arrangement. As soon as a consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Restricted Contract or other Acquired Asset or Transferred Asset is obtained, the Asset Seller shall promptly assign, transfer, convey and deliver such Restricted Contract or Acquired Asset or Transferred Asset to Purchaser, and Purchaser has entered into possession of shall assume the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at Assumed Liabilities under any such Restricted Contract from and after the date of the auction sale, and thereafter peaceably assignment to yield up vacant possession Purchaser pursuant to a special-purpose local asset agreement substantially similar in terms to those of the property Local Asset Agreement. (c) Notwithstanding anything herein to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee contrary, in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any specific conflict between the requirements of this Section 3.5 and the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable local Law applicable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost propertyLocal Asset Agreement, the Assignee requirements of such Local Asset Agreement shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againcontrol.

Consents. (a) The Property is sold subject If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Company Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the Purchaser at own costs undertaking “Restricted Material Contracts”), Buyer may waive the closing conditions as to apply for any such Material Consent and either: (i) elect to have Sellers continue their efforts to obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion hereinMaterial Consents; or (ii) Any elect to have Sellers retain that Restricted Material Contract and all Liabilities arising therefrom or relating thereto. If Buyer elects to have Sellers continue their efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the consents from Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Developer Restricted Material Contracts, and / following the Closing, the Seller Parties shall use Best Efforts, with respect to which Buyer will cooperate with Sellers (provided that Buyer shall not be required to incur any material expense or State Authorities liability or agree to any material amendment or modification in connection therewith), to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the parties shall cooperate with each other relevant bodies in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term, including a transfer agreement or arrangement between Sellers and Buyer whereby Buyer obtains the benefits thereof at no m▇▇▇-up or cost above the contract cost paid by Sellers (and/or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Sellers against a third party thereunder [***]. Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, which Material Consent shall be subject reasonably satisfactory to conditions Buyer, Sellers shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (which special-purpose agreement Buyer shall prepare and the parties shall execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) If there are any Consents not listed on Schedule 7.3 necessary for the assignment and transfer of any Company Contracts to Buyer (the “Nonmaterial Consents”) which have not yet been obtained (or otherwise are not acceptable in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Company Contracts as to which such Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the Assignee in its absolute discretion“Restricted Nonmaterial Contracts”), orwhether to: iii(i) The sale herein being set aside for any reason whatsoever by accept the assignee or by an Order assignment of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereofsuch Restricted Nonmaterial Contract, in which case:, as between Buyer and Sellers, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (1ii) If in reject the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount assignment of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereofRestricted Nonmaterial Contract, in which event 10% case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the successful bid deposited with the Assignee Contemplated Transactions shall constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Nonmaterial Contract, and (B) Sellers shall retain such Restricted Nonmaterial Contract (which shall be forfeited absolutely to the Assignee as agreed liquidated damages a Retained Liability) and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors all Liabilities arising therefrom or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againrelating thereto.

Consents. (a) The Property To the extent that the assignment hereunder by Seller to Buyer of any Assumed Contract or Lease is sold subject not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract. If any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, the parties hereto shall cooperate following the Closing Date in any reasonable arrangement designed to provide Buyer with the rights and benefits under any such Assumed Contract, including enforcement for the benefit of Buyer of any and all rights of any Seller against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require, with Buyer assuming the Liabilities under any such Contract to the Purchaser at own costs undertaking same extent Buyer would have Liability if it were an Assumed Contract. (b) To the extent that any Asset or Assumed Liability cannot be transferred to apply Buyer following the Closing, Buyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the parties the economic and, to the extent permitted under applicable Legal Requirements, operational equivalent of the transfer of such Asset and Assumed Liability, as applicable, to the applicable Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. Buyer shall, as agent or subcontractor for Seller pay, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent permitted under applicable Legal Requirements, Seller shall hold in trust for and obtain the consents (if any) required from the Developer pay to Buyer promptly upon receipt thereof, such Asset and / or the Proprietor all income, proceeds and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing monies received by Seller to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes extent related to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Asset in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For arrangements under this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidSection 2.10. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. aSeller (and Buyer where required) The Property shall use commercially reasonable efforts to obtain any and all such third-party consents or approvals under all Assumed Contracts and Leases whose consent or approval is sold subject required pursuant to any Assumed Contract or Lease, prior to the Purchaser at own costs LMA Commencement Date or the First Closing Date, as applicable and to obtain the Estoppel Certificates; provided, however, that neither Seller nor Buyer shall be required to pay or incur any cost or expense to obtain any third-party consent or approval that it is not otherwise required to pay or incur in accordance with the terms of the applicable Assumed Contract or Lease. To the extent that transfer or assignment hereunder by Seller to Buyer of any Assumed Contract or Lease is not permitted or is not permitted without the consent or approval of another Person, this Agreement shall not be deemed to constitute an undertaking to apply assign the same if such consent or approval is not given or if such an undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. If any such third party consent or approval for the assignment or transfer of an Assumed Contract or Lease or Estoppel Certificate is not obtained before (i) the LMA Commencement Date in the case of an Assumed Contract or Lease which is an LMA Contract or LMA Lease or (ii) the First Closing Date, for all other Assumed Contracts and obtain Leases, as applicable, this Agreement and any assignment executed at the consents (if any) required from the Developer and / LMA Commencement Date or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing First Closing Date, as applicable, pursuant hereto shall not constitute an assignment thereof, but to the Developer extent permitted by law shall constitute an equitable assignment by Seller and / assumption by Buyer of Seller’s rights and obligations under the applicable Contract or Proprietor Lease, with Seller making available to Buyer the benefits thereof and / or Buyer performing the State Authorities or relevant bodies shall be borne obligations thereunder on Seller’s behalf; provided, however, that Schedule 7.8 identifies those consents and paid by Estoppel Certificates the Purchaser absolutely. The Purchaser undertakes receipt of which is a condition precedent to keep the Assignee that any and / or their solicitors informed Buyer’s obligations pursuant to Section 7.8 of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidAgreement. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject Each Borrower, as joint and several primary obligor of the Obligations directly incurred by any other Borrower or by any Affiliated Borrower, authorizes Lender, without giving notice to such Borrower or to any other Borrower or any Affiliated Borrower (to the Purchaser at own costs undertaking to apply for and obtain the consents extent permitted hereunder or under any Affiliated Loan Document) or obtaining such Borrower’s consent or any other Borrower’s or Affiliated Borrower’s consent (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer extent permitted hereunder or under any Affiliated Loan Document) and / or Proprietor and / or without affecting the State Authorities or relevant bodies shall be borne and paid liability of such Borrower for the Obligations directly incurred by the Purchaser absolutely. The Purchaser undertakes other Borrower or Affiliated Borrower, from time to keep time to: i. compromise, settle, renew, extend the Assignee that any and / time for payment, change the manner or their solicitors informed terms of payment, discharge the progress of such applications. No warranty is given by the Assignee that performance of, decline to enforce, or release all or any of the consents can be obtained, but Obligations; grant other indulgences to any Borrower in respect thereof; or modify in any manner any documents relating to the event of:-Obligations; i) Any ii. declare all Obligations due and payable upon the occurrence and during the continuance of an Event of Default; iii. take and hold security for the performance of the consents not being obtained from Obligations of any Borrower and exchange, enforce, waive and release any such security; iv. apply and reapply such security and direct the Developer and / order or Proprietor and / manner of sale thereof as Lender, in its sole discretion, may determine; v. release, surrender or State Authorities exchange any deposits or other relevant bodies (property securing the Obligations or on which Lender at any time may have a Lien; release, substitute or add any one or more endorsers or guarantors of the Obligations of any other Borrower or Affiliated Borrower or such Borrower; or compromise, settle, renew, extend the time for reasons not attributable payment, discharge the performance of, decline to enforce, or release all or any obligations of any such endorser or guarantor or other Person who is now or may hereafter be liable on any Obligations or release, surrender or exchange any deposits or other property of any such Person; vi. apply Payments received by Lender from any Borrower or any Affiliated Borrower to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies Obligations, in such order as Lender shall be subject to conditions which are not acceptable to the Assignee determine, in its absolute sole discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee vii. assign this Agreement in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser whole or in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidpart. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold Lenders hereby agree, and are deemed to consent, to the amendments to the Second Lien Term Loan Facility, as set forth on Annex I hereto as set forth therein. (b) The Lenders hereby consent to the acquisition of the Acquired Business (as defined in Section 2 below) pursuant to the Acquired Business Purchase Agreement (as defined in Section 2 below) by the Parent, provided that (i) all of the requirements set forth in Section 5.02(f)(vii) applicable to an acquisition by the Borrower shall be complied with by the Parent with respect to the acquisition of the Acquired Business, except that (A) total cash and noncash consideration not to exceed $6,500,000 may be paid therefor on the Acquired Business Acquisition Date (as defined in Section 2 below) (subject to working capital adjustments in accordance with the Purchaser at own costs undertaking to apply for Acquired Business Purchase Agreement) and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but future cash payments not exceeding in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event aggregate 10% of the successful bid deposited net operating income of the Acquired Business may be paid as required pursuant to the Acquired Business Purchase Agreement, (B) the line of business of the Acquired Business may be a collegiate sports marketing business and (C) the Parent may provide the certificate required pursuant to Section 5.02(f)(vii)(F) up to three Business Days prior to the Acquired Business Acquisition Date, (ii) the Parent and the Borrower shall not enter into or permit any amendment which would increase the consideration payable by the Parent or any other material amendment or other material modification or supplement to the Acquired Business Acquisition Agreement without the prior written consent of the Required Lenders, (iii) the acquisition of the Acquired Business shall have been consummated in accordance with the Assignee material terms of the Acquired Business Purchase Agreement and the Parent shall be forfeited absolutely not have waived or modified any material condition to the Assignee as agreed liquidated damages and closing of the Purchaser transactions contemplated by the Acquired Business Purchase Agreement, (iv) upon consummation of the closing of the transactions contemplated by the Acquired Business Purchase Agreement, (A) the Acquired Business shall have no claims whatsoever against Debt and (B) there shall be no Liens on any assets or properties of the AssigneeAcquired Business, their solicitors or other than Liens expressly permitted by the Auctioneer Loan Documents but which are not Liens of the kind described in relation clause (k) of the definition of Permitted Liens unless separately expressly permitted by another provision of the Loan Documents, and (v) after the Acquired Business Acquisition Date and upon a request made by the Administrative Agent, the Parent and the Borrower shall cause all of the Equity Interests of the Acquired Business to be transferred from the Parent to the sale being terminated Borrower pursuant to documentation reasonably acceptable to the Administrative Agent provided, that such transfer shall not violate the terms or require any consent under any material agreement to which the Acquired Business is a party as aforesaid. The Assignee shall be entitled to put up of the property for re-sale againdate hereof.

Consents. (a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) If there are any Consents required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the Contemplated Transactions that have not yet been obtained (or otherwise are not in full force and effect) immediately prior to the Closing, then, in the case of each Contract as to which such Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Contracts"), Buyer may waive the closing conditions as to any such Consent and either: (i) elect to have Seller continue its efforts to obtain the Consents; or (ii) elect to have Seller retain that Restricted Contract and all Liabilities arising therefrom or relating thereto. (b) If Buyer elects to have Seller continue its efforts to obtain any Consents and the Closing occurs, then notwithstanding Sections 2.01 and 2.03, no Transaction Document shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Contracts, and following the Closing, Seller shall use its commercially reasonable efforts, and cooperate with Buyer, to obtain the Consent relating to each Restricted Contract as well quickly as practicable. Pending receipt of such Consents relating to any Restricted Contract, the costs parties shall cooperate with each other in any reasonable and lawful arrangements designed to reinstate damage provide to Buyer the benefits of use of the Restricted Contract for its term (if any) or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a Third Party thereunder). Once a Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Contract to Buyer, and Buyer shall assume the obligations under such Restricted Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar to the property caused by Assignment and Assumption Agreement (which special-purpose agreement the Purchaser parties shall prepare, execute and deliver in possession thereof shall be deducted and set-off against good faith at the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount time of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaidtransfer, the Purchaser shall have all at no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation additional cost to the sale being terminated as aforesaidBuyer). b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property Whenever the consent, approval, judgment or determination of Landlord is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / permitted under any provision of this Lease, Landlord may exercise its good faith business judgment in granting or State Authorities withholding such consent or other relevant bodies. All sums approval or dues whatsoever owing to the Developer and / in making such judgment or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable determination without reference to any act extrinsic standard of default reasonableness, unless the provision for such consent, approval, judgment or omission by determination specifies that Landlord’s consent or approval is not to be unreasonably withheld, or that such judgment or determination is to be reasonable, or otherwise specifies the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject standards under which Landlord may withhold its consent. If it is determined that Landlord failed to conditions which are not acceptable give its consent where it was required to the Assignee in its absolute discretiondo so under this Lease, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee Tenant shall be entitled to put up specific performance but not to monetary damages for such failure. Landlord’s actual reasonable costs and expenses (including architects’, attorneys’, engineers’ and other consultants’ fees) incurred in the property consideration of, or response to, a request by Tenant for re-sale againany Landlord consent, including consents to an assignment, a subletting or the presence or use of a Hazardous Materials, shall be paid by Tenant upon receipt of an invoice and supporting documentation therefor. Landlord's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Event of Default by Tenant of this Lease exists, nor shall such consent be deemed a waiver of any then existing Event of Default, except as may be otherwise specifically stated in writing by Landlord at the time of such consent. The failure to specify herein any particular condition to Landlord’s consent shall not preclude the imposition by Landlord at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. The review or approval by Landlord of any item to be reviewed or approved by Landlord under the terms of this Lease shall not impose upon Landlord any liability for accuracy or sufficiency of any such item or the quality or suitability of such item for its intended use. Any such review or approval is for the sole purpose of protecting Landlord’s interest in the Property or under this Lease, and no third parties, including Tenant or the representatives and visitors or Tenant or any person or entity claiming by, through or under Tenant, shall have any rights hereunder.

Consents. a) The Property is sold subject Subject to the Purchaser at own costs undertaking confidentiality provisions of the JV Agreement and without limiting the generality of any other provision in this Agreement, where the Borrower or a Project Company has an interest in the Resource Consents or Permits of the JV (or any permits held in respect of the Mortgaged Property as the case may be) it will: (i) deliver to apply for and obtain the consents Agent a copy of that Permit or Resource Consent; (if anyii) required from immediately on receipt by the Developer and / Borrower or the Proprietor and / relevant Project Company deliver to the Agent a copy of any enforcement order, abatement notice or State Authorities notice of breach of any conditions relating to that Permit or Resource Consent; (iii) immediately on receipt by the Borrower or the relevant Project Company, deliver to the Agent a copy of any notice issued by the Governmental Agency that granted that Permit or Resource Consent, which gives notice of its intention to review the conditions of that Permit or Resource Consent or cancels that Permit or Resource Consent; (iv) immediately on receipt by the Borrower or the relevant Project Company, deliver to the Agent a copy of any other material notice, direction, order, or other relevant bodies. All sums enforcement or dues whatsoever owing review document issued by a Governmental Agency or any other person that relates to that Permit or Resource Consent; (v) on request deliver to the Developer and / or Proprietor and / Agent copies of all data within the Borrower’s or the State Authorities Project Company’s possession or relevant bodies shall be borne and paid control that records monitoring by the Purchaser absolutely. The Purchaser undertakes to keep Borrower, the Assignee that Project Company, a Governmental Agency or any and / or their solicitors informed other person of the progress Borrower’s or the Project Company’s or the JV’s compliance with the conditions of such applications. No warranty is given by that Permit or Resource Consent; (vi) deliver to the Assignee Agent a copy of any application for a new Permit or Resource Consent or new Resource Consents relating to the Project; (vii) not act or omit to act so as to surrender that any of Permit or Resource Consent or allow that Permit or Resource Consent to lapse; (viii) not act or omit to act so as to give grounds for the consents can be obtainedGovernmental Agency that granted that Permit or Resource Consent to review the conditions of, but in or cancel, that Permit or Resource Consent; (ix) not less than six months before the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of that Permit or Resource Consent (the time period prescribed for completion herein; or ii“original Consent”) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which caseeither: (1) If in apply to the meanwhile appropriate Governmental Agency for a new Consent for the Purchaser has entered into possession same activity, and use all reasonable endeavours to obtain that new Consent on consent conditions no less favourable than those of the property, then the Purchaser is liable at his own costs to reinstate the property original Consent; or (2) apply to the original condition as at appropriate Governmental Agency for whatever new Consent is, or new Consents are, necessary to enable the date lawful continuation of those of the auction saleBorrower’s or JV’s activities that are allowed by the original Consent, and thereafter peaceably use all reasonable endeavours to yield up vacant possession obtain that new Consent or those new Consents on consent conditions no less favourable than those of the property to the Assignee within [14] days upon service of the notice terminating the saleoriginal Consent; and (2x) The costs / expenses reasonably incurred by ensure that all information the Assignee in connection with Borrower or the sale, as well as the costs to reinstate damage (if any) Project Company makes available to the property caused by Governmental Agency in support of any Consent application is, to the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account best of the purchase price by the Purchaser to the Assignee) Borrower’s knowledge and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purposebelief, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever accurate in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.all material respects;

Consents. (a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) If there are any Consents required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the Contemplated Transactions that have not been obtained (or otherwise are not in full force and effect) as of immediately prior to the Closing, then, in the case of each Contract as to which such Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Contracts”), Buyer may waive the closing conditions as to any such Consent and either: (i) elect to have Seller continue its efforts to obtain the Consents; or (ii) elect to have Seller retain that Restricted Contract and all Liabilities arising therefrom or relating thereto. (b) If Buyer elects to have Seller continue its efforts to obtain any Consents and the Closing occurs, then notwithstanding Sections 2.01 and 2.03, no Transaction Document shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Contracts, and following the Closing, Seller shall use its commercially reasonable efforts, and cooperate with Buyer, to obtain the Consent relating to each Restricted Contract as well quickly as practicable. Pending receipt of such Consents relating to any Restricted Contract, the costs parties shall cooperate with each other in any reasonable and lawful arrangements designed to reinstate damage provide to Buyer the benefits of use of the Restricted Contract for its term (if any) or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a Third Party thereunder). Once a Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Contract to Buyer, and Buyer shall assume the obligations under such Restricted Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar to the property caused by Assignment and Assumption Agreement (which special-purpose agreement the Purchaser parties shall prepare, execute and deliver in possession thereof shall be deducted and set-off against good faith at the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount time of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaidtransfer, the Purchaser shall have all at no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation additional cost to the sale being terminated as aforesaidBuyer). b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject After the Closing Date, Sellers and NaviSite will cooperate and will each use commercially reasonable efforts to the Purchaser at own costs undertaking to apply for and obtain the all consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the saletransactions contemplated by this Agreement, as well as the costs to reinstate damage (if any) including without limitation those consents listed on Schedules 2.2 and 2.5 that are not obtained prior to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser Closing Date. Notwithstanding anything to the Assignee) and thereafter the residue (if any) contrary herein, this Agreement shall be refunded not operate to the Purchaser free of interest. For this purposeassign any agreement, a certificate signed by any officer of the Assignee certifying the amount of such expenses lease, contract, license, commitment, understanding or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaidundertaking, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without the consent of another party thereto, would constitute a breach, default or other contravention thereof or in relation to any way adversely affect the sale being terminated as aforesaid. b) rights of Sellers or NaviSite thereunder. In the event that a consent required to assign any such agreement, lease, contract, license, commitment, understanding or undertaking is not obtained on or prior to the Closing Date or if an asset or assets are otherwise not assignable hereunder (each such asset a “Non-Transferable Asset”), then, from and after the Closing and, with respect to each such Non-Transferable Asset, until the earlier to occur of any (a) such time as such Non-Transferable Asset shall be properly and lawfully transferred or assigned to NaviSite or (b) such time as the material benefits intended to be transferred or assigned to NaviSite have been procured by alternative means pursuant hereto, (i) the Non-Transferable Assets shall be held by Sellers in trust exclusively for the benefit of NaviSite to the extent permitted under applicable Law, and Sellers shall use commercially reasonable efforts to perform and discharge all of the consents not being obtained from liabilities and other obligations of Sellers under the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry terms of all such Non-Transferable Assets in effect as of the time period prescribed for completion herein, due Closing at NaviSite’s expense and (ii) Sellers shall use commercially reasonable efforts to reasons attributable provide or cause to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, provided to treat such default as a repudiation NaviSite all of the contract and terminate benefits of Sellers under the sale by giving the Purchaser written notice thereof, terms of such Non-Transferable Assets in which event 10% effect as of the successful bid deposited with Closing, including by promptly paying to NaviSite any monies received by Sellers from and after the Assignee shall be forfeited absolutely Closing under such Non-Transferable Assets attributable thereto. In the event that Sellers are unable to obtain any consent from any person under any Non-Transferable Asset after the Assignee as agreed liquidated damages and Closing Date through the Purchaser shall have no claims whatsoever against the Assigneeuse of commercially reasonable efforts, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee NaviSite shall be entitled to put up procure the property for rematerial rights and benefits of Sellers under the terms of such Non-sale againTransferable Asset in effect as of the Closing by alternative means, including, without limitation, by entering into new contracts with third persons or otherwise; provided, however, that in the event that NaviSite shall exercise its rights under this Section 4.10 in respect of any Non-Transferable Asset, the obligations of Sellers and NaviSite under this Section 4.10 in respect of such Non-Transferable Asset shall thereupon cease and expire.