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 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) 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) 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(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 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 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. a) The Property is sold subject execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws, post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods, and notice and/or application to NasdaqCM for the issuance and sale of the Securities and the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby. Subject to the Purchaser at own costs undertaking accuracy of the representations and warranties of each Investor set forth in Section 5 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 Warrant Shares upon due exercise of the Warrants, 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 may be subject and any provision of the Company’s Certificate of Incorporation or Bylaws that is or could reasonably be expected to become applicable to the Investors 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 Investors 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 / Investors 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) 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 to Without limiting 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 generality of Section 5.3 hereof, each of the progress parties hereto shall use commercially reasonable efforts to obtain all consents and approvals of such applications. No warranty is given all third parties required under Material Contracts and Material IP Agreements (but without any payment of money by the Assignee that any WIN, its Subsidiaries or Affiliates) and all material licenses, permits, authorizations and approvals 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 all Governmental Entities necessary in connection with the sale, as well as consummation of the costs to reinstate damage (if any) transactions contemplated by this Agreement and the Ancillary Agreements 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 Closing. Each of the purchase price by Parties hereto shall make or cause to be made all filings and submissions under Laws applicable to it as may be required for 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 consummation of the Assignee certifying transactions contemplated by this Agreement and the amount of Ancillary Agreements. Each WCAS Sub and WIN shall coordinate and cooperate with each other in exchanging such expenses or costs shall be deemed final / conclusive information and binding upon the Purchaser. Subject assistance 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 parties hereto may reasonably request in connection with the foregoing. Except for those consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry approvals set forth in Section 7.1(d) of the time period prescribed for completion hereinDisclosure Letter or Section 7.1(d) of this Agreement, due the failure to reasons attributable obtain any consent or approval pursuant to this Section 5.4 shall not result in a delay of the Closing or be deemed to be a failure to satisfy any act of default the conditions set forth in Section 7.1 of this Agreement. If any consent or omission by approval required in connection with the Purchaser assignment or non-fulfilment by the Purchaser transfer of any requirements imposed on contract or agreement (including any such contract or agreement referred in Section 2.2(c)) is not obtained, or would be ineffective, violate any applicable Law or would adversely affect the purchase rights of low WIN or low- medium cost propertyits Subsidiaries thereunder such that the Division Subsidiaries would not in fact receive all rights under such contract or agreement, WIN and the Assignee WCAS Subs shall cooperate in a mutually agreeable arrangement under which the WCAS Subs (directly or indirectly through the Division Subsidiaries) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to the WCAS Subs or the Division Subsidiaries, or under which WIN and its Subsidiaries would enforce for the benefit of the WCAS Subs, with the WCAS Subs assuming WIN’s or such Subsidiary’s obligations, any and all rights of WIN and its Subsidiaries against a third party thereto; provided, however, that WIN or its Subsidiaries shall not be entitled, at its absolute discretion, to treat such default materially and adversely affected as a repudiation result 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 againproviding such benefits.

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. 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. 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 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. 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 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. 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) 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. 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 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 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. 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(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 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. (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. 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 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 No other consent of any other Person and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities no authorization, approval or other relevant bodies. All sums action by, and no notice to 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 filing with, any and / or their solicitors informed Governmental Authority is required as 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, execution and thereafter peaceably to yield up vacant possession delivery of the property to the Assignee within [14] days upon service of the notice terminating the sale; and this Agreement (2i) The costs / expenses reasonably incurred by the Assignee in connection with for the sale, assignment, conveyance, setting over and transfer of the Assignment Revenues to the Administrative Agent, (ii) for the grant by the Grantor of the pledge, assignment and security interest granted hereby with respect to the Assignment Collateral (other than contracts that are not material or are not Project Contracts) or for the execution, delivery or performance of this Agreement by the Grantor, (iii) for the perfection or maintenance of the sale, assignment, conveyance, setting over and transfer effected hereby with respect to the Assignment Revenues and the pledge, assignment and security interest created hereby with respect to the Assignment Collateral (including the first priority nature of such sale, assignment, conveyance, setting over and transfer by way of security with respect to the Assignment Revenues and such pledge, assignment and security interest with respect to the Assignment Collateral) other than the filing of appropriate financing statements or similar filings in respect of the Assignment Revenues and Assignment Collateral, in each case, other than contracts that are not Project Contracts, or (iv) for the exercise by the Administrative Agent of the rights provided for in this Agreement or the remedies in respect of the Assignment Revenues and the Assignment Collateral pursuant to this Agreement. (b) Except as well otherwise expressly provided in the Credit Agreement or the Deposit Account Agreement, the Grantor shall obtain, after the date of the execution and delivery of this Agreement, such other consents, authorizations, and approvals and obtain such other actions, and provide such notices to or make such filings with, any Governmental Authority as may be necessary or reasonably requested by the costs Administrative Agent or any Secured Party, after the date of this Agreement (i) for the sale, assignment conveyance, setting over and transfer of the Assignment Revenues to reinstate damage the Administrative Agent, (if anyii) for the grant by the Grantor of the pledge, assignment and security interest granted hereby or for the execution, delivery or performance of this Agreement by the Grantor, (iii) for the perfection or maintenance of the sale, assignment, conveyance, setting over and transfer effected hereby with respect to the Assignment Revenues and the pledge, assignment and security interest created hereby with respect to the Assignment Collateral (including the first priority nature of such sale, assignment, conveyance, setting over and transfer by way of security with respect to the Assignment Revenues and such pledge, assignment and security interest with respect to the Assignment Collateral) or (iv) for the exercise by the Administrative Agent of the rights, remedies and powers provided for in this Agreement or the remedies in respect of the Assignment Revenues and the Assignment Collateral pursuant to this Agreement. (c) Notwithstanding any provision of this Agreement, each of the parties hereto acknowledges and agrees that (i) any reference to assignment of any right, title or interest in and to any agreement, contract, Contract Right, chattel paper, Document, instrument, letter of credit, document, lease, Governmental Approval or other similar right (collectively "Contract Collateral"), such assignment shall constitute only a grant of a collateral security interest and not an absolute assignment of rights under any Contract Collateral, and (ii) to the property caused by extent any grant of a collateral security interest in and to any Contract Collateral would result in the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account breach 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 purposeinstrument, a certificate signed by any officer of the Assignee certifying the amount of contract, agreement or other document evidencing or creating such expenses or costs Contract Collateral security interest shall be deemed final / conclusive to be made subject to obtaining any required consent and binding upon the Purchaser. Subject as aforesaidapproval under such instrument, the Purchaser shall have no further claim against the Assigneecontract, 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 agreement or other relevant bodies, on expiry document for such grant 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 againsecurity interest.

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. (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. aSeller agrees to use reasonable best efforts to obtain from the lessors or any other parties to the Branch Leases the required consents to the assignment of the Branch Leases to Purchaser on the Closing Date, and Purchaser agrees to provide reasonable cooperation in connection therewith (including, e.g., by providing relevant information requested by the applicable lessors or other third parties regarding Purchaser’s financial capability to fulfill the obligations of Branch Leases, but such cooperation by Purchaser shall not include Purchaser agreeing to any amendment to any Branch Lease, other than to reflect the change of the tenant from Seller to Purchaser). If the required written consent of the lessor or other party to the Branch Lease for the property named “Dort Highway” on Schedule 1.1(a) The Property is sold not obtained by January 12, 2006, then (i) the Republic Bank branch located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Flushing, Michigan 48433 will be deemed a Branch hereunder and the Assets and Liabilities relating thereto and determined consistent with the terms of this Agreement relating to the branches currently designated as Branches will become subject to this Agreement as provided in the next sentence (the “Flushing Replacement”) , and (ii) the “Dort Highway” branch will no longer be a “Branch” hereunder and the Branch Lease and the Assets and Liabilities of the “Dort Highway” branch office will not be purchased by Purchaser and shall remain with Seller after the Closing. In the event that (i) the ▇▇▇▇▇▇▇ Consent is not valid or enforceable against the landlord/lessor for purposes of assigning the Branch Lease for the “▇▇▇▇▇▇▇” branch office as listed on Schedule 1.1(a)(“▇▇▇▇▇▇▇ Branch Lease”) to Purchaser at own the Closing; (ii) the final documentation contemplated by Section 3 of the ▇▇▇▇▇▇▇ Consent imposes any new obligation, liability, cost, expense, charge or alteration of tenant’s/lessee’s rights not otherwise expressly set forth in the Branch Lease for the ▇▇▇▇▇▇▇ Branch Lease (unless Seller has agreed in writing to the reasonable satisfaction of Purchaser to fully assume and become solely responsible for all direct and consequential obligations, liabilities, damages, costs, expenses and charges that may arise as a result of such new item, provided such new item does not prevent Purchaser from being able to continue to operate such Branch at the location in the ordinary course of business on an uninterrupted basis); (iii) the ▇▇▇▇▇▇▇ Branch Lease is not validly and legally assigned to Purchaser on the Closing Date on the same terms as the ▇▇▇▇▇▇▇ Consent and the ▇▇▇▇▇▇▇ Branch Lease (unless due to a failure of Purchaser to comply with its obligations hereunder); or(iv) a default by either Seller or landlord/lessor exists under the ▇▇▇▇▇▇▇ Branch Lease that is not cured prior to Closing (unless, if not cured, Seller agrees in writing to the reasonable satisfaction of Purchaser to fully assume and become solely responsible for all direct and consequential obligations, liabilities, damages, costs, expenses and charges that may arise as a result of such default, provided such default does not prevent Purchaser from being able to continue to operate such Branch at the location in the ordinary course of business on an uninterrupted basis), then if any one of (i) through (iv) above occurs, Seller and Purchaser agree that the Republic Bank branch located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Replacement”) will be deemed a Branch hereunder and replace the “▇▇▇▇▇▇▇” leased property at the Closing in the same manner provided in the prior sentence mutatis mutandis. As between Seller and Purchaser, Seller agrees to pay all costs undertaking to apply of landlord/lessor for providing the ▇▇▇▇▇▇▇ Consent. It being fully understood by Seller and obtain Purchaser that Closing shall not occur unless either the consents (if any) required from the Developer and / ▇▇▇▇▇▇▇ branch or the Proprietor Davison Replacement location and / or State Authorities or other relevant bodiestheir respective related Assets and Liabilities as provided herein is delivered to Purchaser at Closing. All sums or dues whatsoever owing If any such required consent cannot be obtained with respect 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 Branch Lease of the property located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Flint, Michigan, notwithstanding any other provision hereof, the Assets and Liabilities associated with the subject Branch, other than any such Branch Lease which shall become an Excluded Liability, shall nevertheless be transferred to Purchaser at the Assignee within [14] days upon service Closing and the parties shall negotiate in good faith and Seller shall use reasonable best efforts (such efforts not to include making payments to third parties) to make alternative arrangements reasonably satisfactory to Purchaser. If any required consent is not obtained at Closing for the Branch Lease of the notice terminating Branch located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Flint, Michigan, the sale; and (2) The reasonable and actual costs / or expenses reasonably incurred by the Assignee in connection with the sale, Purchaser as well as the costs a result of having to reinstate damage (if any) to the move or store any tangible Assets located at such 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 promptly reimbursed 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 aforesaidSeller. 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. aExcept as otherwise specifically provided in this Lease, any consent or approval to be given by Landlord under this Lease may be withheld or denied at Landlord’s sole and absolute discretion. Whenever in this Lease the consent or approval of Landlord is required, and it is specifically provided that such consent or approval is not to be unreasonably withheld, delayed or conditioned, but nevertheless Landlord shall refuse or delay or condition such consent or approval, Tenant shall not be entitled to make any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by any setoff, counterclaim or defense) The Property is sold subject to the Purchaser at own costs undertaking to apply for based upon any claim or assertion by Tenant that Landlord unreasonably withheld or delayed or conditioned its consent or approval; 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 Tenant’s sole remedy in such circumstances shall be borne and paid by the Purchaser absolutelyan action or proceeding for specific performance, injunctive relief or declaratory judgment. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applicationsu. HOLDING OVER. 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 If for any reason whatsoever Tenant holds over or occupies the Premises beyond the Term, Tenant shall have no more rights than a tenant by the assignee or sufferance (or, at Landlord’s sole option, such holding over shall constitute a tenancy from month to month, terminable by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser either party upon 30 days prior written notice thereofto the other); and, in which any case: , Tenant shall be liable for payment of rent during such period in an amount equal to one and one-half (11.5) If in times the meanwhile rent (including Fixed Rent and all additional rent) payable hereunder during the Purchaser has entered into possession final year of the propertyTerm prior to such holding over, then for 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 first two (2) The costs / expenses reasonably incurred by months, or portion thereof, and two (2) times the Assignee rent (including Fixed Rent and all additional rent) payable hereunder during the final year of the Term prior to such holding over, for any subsequent month, or portion thereof, thereafter that Tenant so holds over or occupies the Premises, with such tenancy otherwise on the same terms and conditions as set forth in connection with the saleLease, as well far as the costs to reinstate damage applicable. In addition, if Tenant holds over beyond any such thirty (if any30) to the property caused by the Purchaser day written notice, Tenant shall save Landlord, its agents and employees harmless and will exonerate, defend and indemnify Landlord, its agents and employees from and against any and all damages which Landlord may suffer on account of such hold over. Nothing in possession thereof this Section shall be deducted construed to permit such holding over, or to limit Landlord’s other rights and set-off against the deposit and other monies (if any, paid herein towards remedies on 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 aforesaidthereof. 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 It shall be a condition to BPLP's obligation to close that, on or before the Closing Date, the Property is sold subject Owners, the Assignors and the Existing Partners shall obtain and deliver to BPLP all authorizations, consents, approvals and waivers from all applicable partners and all material authorizations, consents, approvals and waivers from all other Persons (as approved by BPLP pursuant to the Purchaser at own costs undertaking terms of this Section, collectively, the "CONSENTS", provided that Consents shall not include any such authorization, consent or approval required to apply for be obtained by BPLP or Boston Properties), including, without limitation, Consents from each of the Existing Partners, the Assignors and obtain all applicable Authorities, necessary (i) to enable the consents (if any) required from Property Owners to convey the Developer and / Developed Properties to BPLP directly or through the Proprietor and / or State Authorities sale 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 conveyance 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 10100% of the successful bid deposited Partnership Interests in each Property Owner, and to enable the Existing Partners to convey their interests in Property Owners to BPLP, all in accordance with the Assignee terms of this Agreement and all other agreements by which the Property Owners or the Property is bound or to which the Property Owners or the Property is subject, (ii) to enable the Property Owners, the Assignors and the Existing Partners to perform all of their respective obligations under this Agreement and the Related Agreements, including without limitation, the right to enter into and perform their respective obligations under the Development and Acquisition Agreement and the Properties Under Development Contribution Agreement, and to affect the conveyance of the Assets (without material default by any party under any material agreement which is a part of such Assets and otherwise as provided in this Agreement) and (iii) to permit issuance of the Units and the payment of cash, if applicable, to the Existing Partners in accordance with all applicable Securities Laws and the organizational documents of each Property Owner, each Existing Partner and each Assignor (and to approve any necessary amendments to such organizational documents in order to enable the contemplated transactions to occur). The form and substance of the Consents shall be forfeited absolutely reasonably satisfactory to the Assignee as agreed liquidated damages BPLP and the Purchaser duly authorized, executed and delivered copies thereof, from each Existing Partner, Assignor and other Person in form and substance reasonably satisfactory to BPLP shall have no claims whatsoever against been delivered to BPLP on or before 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 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.

Consents. a) The Property 9.1. 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 Prime Landlord, 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 terms of the consents (Lease, if any) required from Prime Landlord, the Developer and / lessor under a superior lease, or the Proprietor and / mortgagee under a mortgage shall withhold its consent 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 approval for any reason whatsoever whatsoever, Sublandlord shall not be deemed to be acting unreasonably if it shall also withhold its consent or approval. If Prime Landlord shall withhold its consent or approval in connection with this Sublease or the Sublease Premises in any instance where, under the 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 Subtenant, in its reasonable judgment, deems meritorious, in order to dispute such action by Prime Landlord, or (ii) permit Subtenant, to the extent allowable under the Lease, to institute and prosecute such action or proceeding in the name of Prime Landlord, 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. 9.2. If Subtenant shall request Sublandlord's consent and Sublandlord has agreed, under the terms of this Sublease, that neither its consent nor its approval shall be unreasonably withheld, and Sublandlord shall fail or refuse to give such consent or approval, and Subtenant shall dispute the reasonableness of Sublandlord's refusal to give its consent or approval, such dispute shall be submitted to an Expedited Arbitration Proceeding (hereinafter defined). If the determination shall be adverse to Sublandlord, Sublandlord, nevertheless, shall not be liable to Subtenant for a breach of Sublandlord's covenant not to unreasonably withhold such consent or approval, and Subtenant's sole remedy in such event shall be the granting of consent or approval by Sublandlord with respect to such request under this Sublease. 9.3. As used herein, the term "Expedited Arbitration Proceeding" shall mean a binding arbitration proceeding before a single arbitrator, conducted in The City of New York under the Commercial Arbitration Rules of the American Arbitration Association (or its successor) and administered pursuant to the Expedited Procedures provisions thereof; provided, however, that with respect to any such arbitration, (i) the list of arbitrators referred to in Section E-4(b) shall be returned within five (5) Business Days from the date of mailing; (ii) the parties shall notify the American Arbitration Association (or its successor) by telephone, within four (4) Business Days, of any objections to the arbitrator appointed and, subject to clause (vii) below, shall have no right to object if the arbitrator so appointed was on the list submitted by the assignee American Arbitration Association (or its successor) and was not objected to in accordance with Section E-4(b) as modified by an Order of Courtclause (i) above; Then (iii) 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 notification of the propertyhearing referred to in Section E-7 shall be four (4) Business Days in advance of the hearing; (iv) the hearing shall be held within seven (7) Business Days after the appointment of the arbitrator; (v) the arbitrator shall have no right to award damages or vary, then modify or waive any provision of this Sublease; (vi) the Purchaser is liable at his own costs decision of the arbitrator shall be final and binding on the parties; and (vii) the arbitrator shall not have been employed by either party (or their respective Affiliates) during the period of three (3) years prior 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 Expedited Arbitration Proceeding. The arbitrator shall have at least ten (10) years experience in New York City in the property to relevant area for the Assignee within [14] days upon service of the notice terminating the sale; and (2) matter being arbitrated. 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 and fees for such arbitrator shall be deducted divided equally between Sublandlord 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 aforesaidSubtenant. 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 12.1 Whenever Sublandlord has expressly agreed under the term of this Sublease not to unreasonably withhold its consent or approval hereunder and the consent or approval of Owner, the lessor under a superior lease, or the mortgagee under a mortgage, as the case may be, is sold subject also required to consent pursuant to the Purchaser at own costs undertaking to apply for and obtain terms of the consents (Lease, if any) required from Owner, the Developer and / lessor under a superior lease, or the Proprietor and / mortgagee under a mortgage shall withhold its consent 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 approval 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 thereofwhatsoever, 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 Sublandlord 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 not be deemed final / conclusive to be acting unreasonably if it shall also withhold its consent or approval. Sublandlord agrees that it shall within a reasonable time after receipt thereof from Subtenant, convey all requests for the consent or approval of Owner to Owner and binding upon the Purchaser. Subject as aforesaid, the Purchaser Sublandlord shall use reasonable efforts thereafter to secure such consents or approvals provided same is at no cost to Sublandlord and further provided that Sublandlord shall have no further claim obligation to commence litigation or other legal proceedings against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidOwner. b) In 12.2 If Subtenant shall request Sublandlord’s consent and Sublandlord has expressly agreed, under the event terms of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodiesthis Sublease, 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 that neither its consent nor its approval shall be entitledunreasonably withheld, at and Sublandlord shall fail or refuse to give such consent or approval, and Subtenant shall dispute the reasonableness of Sublandlord’s refusal to give its absolute discretionconsent or approval, 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 dispute shall be forfeited absolutely finally determined by a court of competent jurisdiction. If the determination shall be adverse to Sublandlord, Sublandlord, nevertheless, shall not be liable to Subtenant for a breach of Sublandlord's covenant not to unreasonably withhold such consent or approval, and Subtenant’s sole remedy in such event shall be the Assignee as agreed liquidated damages granting of consent or approval by Sublandlord with respect to such request under this Sublease and the Purchaser in no event 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 Subtenant be entitled to put up the property for re-sale againdamages in connection therewith.

Consents. (a) The Property is sold subject Notwithstanding any provision of this Agreement to the Purchaser at own costs undertaking contrary, if any Seller Contract is not transferable without the Consent of any Third Party, or if any transfer of, or agreement to apply for and obtain transfer, any such Seller Contract would constitute any violation of Legal Requirements applicable to it in respect of the consents Gift Business, then nothing in this Agreement will constitute a transfer of, or an agreement to transfer, such Seller Contract until such Consent has been obtained. (if anyb) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Notwithstanding any provision of this Agreement to the Developer contrary, to the extent the Korea Branch is not transferable to the Buyer until the Buyer has established its own branch office in Korea, or if such transfer of, or agreement to transfer, the Korea Branch prior to such time as the Buyer has established its own branch office in Korea would constitute any violation of Legal Requirements applicable to it in respect of the Gift Business, then nothing in this Agreement will constitute a transfer of, or an agreement to transfer, the Korea Branch until such Buyer branch office has been established and / or Proprietor Section 2.8(c) shall apply, provided, however, that parties understand and / or agree that any liabilities associated with the State Authorities or relevant bodies Korea Branch as of the Closing Date shall be borne and paid the sole responsibility of Buyer. (c) To the extent permitted by applicable Legal Requirements, in the Purchaser absolutely. The Purchaser undertakes to keep the Assignee event 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 Consent cannot be obtained, but or the Korea Branch cannot be transferred, the relevant Seller Contract, and/or Korea Branch, shall be held, as and from the Closing Date by the Seller, in trust for Buyer, and the event of:- i) Any covenants and obligations thereunder shall be performed by the Seller in Buyer’s name and at Buyer’s expense, and all benefits and obligations existing hereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense, such action in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the consents not being obtained non-assigned Seller Contract and/or non-transferred Korea Branch and to effect collection of money or other consideration to become due and payable thereunder, and the Seller shall promptly pay over to Buyer all money or other consideration received by it in respect thereof. As and from the Developer Closing Date, Seller hereby authorizes Buyer, to the extent permitted by applicable Legal Requirements 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 terms of the time period prescribed for completion herein; or ii) Any non-assigned Seller Contract, at Buyer’s expense, to perform all of the consents from the Developer its respective obligations and / or State Authorities or other relevant bodies shall be subject receive all of its respective benefits thereof and Seller hereby appoints Buyer as its attorney-in-fact to conditions which are not acceptable to the Assignee act 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:name and on its behalf with respect thereto. (1d) If in the meanwhile the Purchaser has entered into possession of the propertyBuyer shall (at its expense) use its commercially reasonable efforts to obtain, then the Purchaser is liable at his own costs or to reinstate the property cause to the original condition as at the date of the auction salebe obtained, and thereafter peaceably any Consent required to yield up vacant possession of the property transfer all Purchased Assets or 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 assign all Assumed Liabilities, 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 reasonable cooperation 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 aforesaidSeller. 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) 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. 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. 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. aPrior to the Initial Closing, Seller shall use reasonable efforts to obtain all consents to assignment of the Leases, including, without limitation, those set forth on Schedule 6.10. If Buyer discovers properties for which consents to assign are applicable during the course of Buyer’s due diligence activities, Buyer shall notify Seller immediately and Seller shall use reasonable efforts to obtain such consents prior to the Initial Closing. Except for consents and approvals which are customarily obtained post-closing (including without limitation federal, state, or other governmental approvals), if a consent to assign any Leases has not been obtained as of the pertinent Closing, (i) The Property if the consent to assign is sold not a Title Defect as set forth in sub-clause (vii) of Section 5.3, then the affected Leases shall be conveyed to Buyer at that Closing and without an adjustment to the Purchase Price; or (ii) if the consent to assign is not subject to the Purchaser at own costs undertaking to apply for and obtain the consents provisions of sub-clause (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 above, then at Buyer’s election, 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 affected Leases shall either 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 conveyed to Buyer at his own costs to reinstate the property that Closing and without an adjustment to the original condition as at Purchase Price and Buyer shall assume the date obligation and risk of the auction saleobtaining or not obtaining such consents post-closing, 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 or (2) The costs / expenses reasonably incurred retained by Seller and the Purchase Price be reduced by the Assignee Allocated Value of such Leases. If a Lease is retained by Seller in connection accordance with sub-part (2) above and if the saleapplicable consent is obtained after the Initial Closing or the Subsequent Closing, as well applicable, Seller shall promptly notify Buyer. If such consent to assign is obtained within ninety (90) days after the Initial Closing or the Subsequent Closing, as applicable, then within thirty (30) calendar days after Buyer’s receipt of written notice from Seller that such consent is no longer outstanding, Seller shall sell to Buyer, and Buyer shall purchase from Seller, such Lease retained by Seller under the costs to reinstate damage (if any) terms of this Agreement for a price equal to the property caused by Allocated Value of such Lease (as adjusted under the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account terms of the purchase price by the Purchaser to the Assigneethis Agreement) and thereafter the residue (if any) Seller shall be refunded assign and convey such Lease 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 Seller on the purchase form of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default assignment attached hereto 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.Schedule C.

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. 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. (a) The Property is sold subject Pursuant to the Purchaser at own costs undertaking to apply for terms and obtain conditions of the consents (if any) required from Credit Agreement, the Developer Security Agreement and / or the Proprietor other Loan Documents, and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing upon satisfaction of the terms and conditions contained herein, the Lenders hereby consent to the Developer Sale, which includes the following inter-company transactions to be entered into by Seller and / or Proprietor and / or ESP: (i) a capital contribution to be made by Seller to ESP immediately prior to the State Authorities or relevant bodies shall be borne and paid Closing (as defined in the Purchase Agreement, the "Closing") equal to the positive amount by which $545,000 exceeds the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed amount of the progress of Qualified Receivables (as such applications. No warranty term is given by the Assignee that any of the consents can be obtained, but defined in the event of:-Purchase Agreement); 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 Seller to ESP, not later than immediately prior to the Purchaser written notice thereofClosing, of the fixed assets identified in which case:Exhibit 5(i) to the Purchase Agreement; (1iii) If the assignment by ESP to Seller, prior to the Closing, without recourse or representation or warranty, of all of ESP's right, title and interest in and to the notes receivable set forth on Exhibit 5(j) to the Purchase Agreement; (iv) the assignment by ESP to Seller, prior to the Closing, without any representation, warranty or covenant, of its equity interests in CoaXmedia Corporation and Evolve Communications, Inc.; (v) the entering into a consulting arrangement, pursuant to a consulting agreement to be executed immediately prior to Closing, between Seller and ESP whereby ESP will be permitted to utilize up to three members of Seller's technical staff on projects at cost for a period of up to six months following the Closing; (vi) the transfer between ESP and Seller, prior to the Closing, of certain intellectual property pursuant to the Intellectual Property Transfer and License Agreement (as defined 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 salePurchase Agreement); and (2vii) The costs / expenses reasonably incurred by the Assignee in connection with the saleentering into a sublease arrangement between Seller and ESP, as well as the costs pursuant 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 ESP shall be entitled to put up remain in its current location and shall not be obligated to pay any rent until the property for re-sale againperiod commencing July 15, 2004. (b) In connection with the Lenders' consent to the Sale, the Borrowers agree that: (i) The Sale shall be consummated pursuant to the terms and conditions of the Purchase Agreement, in substantially the form set forth therein, to the satisfaction of the Collateral Agent in its reasonable discretion. (ii) Promptly after the Closing, Seller shall deliver to Collateral Agent duly executed copies of the Purchase Agreement, the related schedules and related agreements, instruments and documents. Any failure of Borrowers or Seller to comply with either of the foregoing clauses (i) or (ii) shall be deemed an Event of Default pursuant to the terms of the Credit Agreement and other Loan Documents. (c) Pursuant to the terms and conditions of the Credit Agreement, the Security Agreement and the other Loan Documents, the Lenders hereby consent to the assignment by Company to THAT Corp. (the "Assignment") of the following patents (collectively, the "Assigned Patents") and to the release of Collateral Agent's Liens in and to the Assigned Patents: (i) US Patent No. 6,037,993 (ii) US Patent No. 6,259,482 (iii) US Patent No., 6,192,086

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) 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 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) 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. 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 Sellers shall use their reasonable efforts to obtain, as soon as reasonably practicable following the Closing Date, and the Purchaser at own costs undertaking shall use its reasonable efforts to apply for assist and obtain cooperate with the Sellers to obtain, 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 saleContemplated Transactions, including (i) the transfer, assignment, subcontracting or contracting under the Transferring Contracts, as well as the costs to reinstate damage (if any) case may be in accordance with Project Schedules A, C and D to the property caused Consulting and Subcontracting Agreement, and (ii) the transfer of Licensed Intellectual Property. Until such consents are obtained, the Sellers and the Purchaser hereby agree that (i) the Purchaser will obtain the benefits of any claim or right arising under any such Transferring Contracts as they relate to the CPMRC Business and will be responsible for the obligations in respect of such Transferring Contracts as they relate to the CPMRC Business (in each case solely to the extent of assignment or subcontracting attributable to the period following the Closing Date), and (ii) the Sellers will enforce for the benefit of the Purchaser any and all rights of the Sellers under such Transferring Contracts, provided that this sentence is subject to Project Schedules A, C and D to the Consulting and Subcontracting Agreement. If there is an inconsistency between this Agreement and Project Schedule A, C or D of the Consulting and Subcontracting Agreement, such Project Schedule shall govern. The parties will use reasonable best efforts to cooperate in preserving the benefits of, and enforcing any and all rights of, the Sellers in such Transferring Contracts. The Sellers will promptly pay to the Purchaser, if and when received, all monies received by the Sellers to which the Purchaser is specifically entitled in respect of any such Transferring Contracts or any claim, right or benefit to which the Purchaser is specifically entitled arising under any such Transferring Contracts attributable to the period following the Closing Date. Notwithstanding the foregoing, in respect of Transferring Contracts that include both elements that relate to the CPMRC Business and elements that do not relate to the CPMRC Business, this Section 4.2(b) applies only to elements that relate to the CPMRC Business. The Sellers and the Purchaser agree that Section 4.2(b) of the Seller Disclosure Schedule contains a list of (a) Transferring Contracts that are client agreements for which the master agreement contains a provision permitting subcontracting of a portion of the Transferring Contract, (b) Transferring Contracts that are client agreements for which the master agreement contains a provision concerning subcontracting requirements or conditions, and (c) Transferring Contracts that are client agreements for which the master agreement is silent concerning subcontracting requirements or conditions. For the avoidance of doubt, the parties acknowledge and agree to the following: (1) the Sellers are not guaranteeing to the Purchaser in possession thereof shall be deducted and set-off against any way any future revenues or profits for 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 CPMRC Business 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 Transferring Contract that is a client agreement and (2) the Purchaser or non-fulfilment by parties intend to cooperate with one another in good faith following the Purchaser of any requirements imposed on Closing Date to jointly agree as to which Transferring Contracts that are client agreements may require 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 consent of the contract third party to assign or subcontract, as the case may be, and terminate the sale by giving the Purchaser written notice thereof, to jointly agree on a manner in which event 10% of the successful bid deposited to address such third parties with the Assignee shall respect to any consent that may 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) The Property is sold subject In furtherance of Section 7.1, in each case where any Assumed Contracts, Leases, Licenses or other rights or commitments of any Seller or any of its Affiliates are to be transferred or assigned to a Purchaser but are either not transferable or assignable to such Purchaser, or cannot be purchased or assumed by such Purchaser pursuant to this Agreement, without the consent of the other parties to such Assumed Contracts, Leases, Licenses or other rights or commitments of any Seller or any of its Affiliates that are to be transferred or assigned to such Purchaser pursuant to this Agreement, Sellers will at their expense use commercially reasonable efforts to obtain, prior to the Purchaser at own costs undertaking Closing Date, all such consents of such other party to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities transfer of such Assumed Contracts, Leases, Licenses or other relevant bodies. All sums rights or dues whatsoever owing commitments of any Seller or any of its Affiliates to the Developer and / applicable Purchaser pursuant to this Agreement (including, promptly after the date hereof, submitting to the other parties to such Assumed Contracts, Leases, Licenses or Proprietor and / other rights or the State Authorities commitments of any Seller 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 its Affiliates that are to be transferred or assigned to the consents can be obtained, but applicable Purchaser pursuant to this Agreement documentation (in the event of:- i) Any of the consents not being obtained from the Developer substance 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 form reasonably acceptable to the Assignee applicable Purchaser) seeking the written waiver, consent, approval and authorization of such other contracting parties to the transfer, assignment, novation or amendment of all applicable claims, rights, benefits and liabilities thereunder of Sellers and their respective Affiliates to the applicable Purchaser); provided, however, that in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever case where required in writing by the assignee other parties to such Assumed Contracts, Leases, Licenses or by an Order other rights or commitments of Court; Then any Seller that are to be transferred or assigned to a Purchaser pursuant to this Agreement, the Assignee is absolutely entitled applicable Purchaser will expressly assume the future obligations of Sellers or any of their respective Affiliates under any such Assumed Contracts, Leases, Licenses or other rights or commitments of any Seller or any of its Affiliates that are to terminate the sale by giving the be transferred or assigned to such 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 pursuant to reinstate the property this Agreement to the original condition as at the date extent that such liabilities and obligations did not arise out 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 breach of such expenses Assumed Contracts, Leases, Licenses 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 other rights or the Auctioneer for damages, compensation commitments of any Seller or any cause whatsoever in relation of its Affiliates that are to the sale being terminated as aforesaidbe transferred or assigned to Purchasers pursuant to 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. 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 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 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) The Property is sold 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 Acquired 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) be ineffective with respect to any party to a Contract concerning such Acquired Asset or (iii) upon transfer, in any way adversely affect the rights of an Asset Buyer under such Acquired Asset. If the sale, conveyance, assignment, transfer or delivery by any Asset Seller to an Asset Buyer of any interest in, or assumption by an Asset Buyer of any Liability under, any Acquired Asset requires the Consent of a third party, then such sale, conveyance, assignment, transfer, delivery or assumption will be subject to such Consent being obtained. Without limiting Section 2.11(b), if any Acquired Asset may not be assigned to an Asset Buyer by reason of the Purchaser at own costs undertaking absence of any such Consent, an Asset Buyer will not be required to apply assume any Assumed Liability arising under such Acquired Asset. (b) If any Consent in respect of an Acquired Asset has not been obtained on or before the Closing Date, Sellers will continue to use commercially reasonable 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 Asset Buyer the benefits of any such Acquired Asset, including subcontracting, licensing or sublicensing to an Asset Buyer any or all of Sellers’ or any Asset Seller’s rights with respect to such Acquired Asset and including the enforcement for the benefit of Buyers of any and obtain all rights of Sellers or any Asset Seller against a third party thereunder. Once a Consent for the consents sale, conveyance, assignment, assumption, transfer and delivery of an Acquired Asset is obtained, the Asset Seller will promptly assign, transfer, convey and deliver such Acquired Asset to an Asset Buyer, and the Asset Buyer will assume the obligations under such Acquired Asset assigned to it from and after the date of assignment to such Asset Buyer. If and when such Consents are obtained or such other required actions have been taken, the transfer of such Acquired Asset will be effected in accordance with the terms of this Agreement (if anyc) required Nothing in this Section 2.11 will be deemed a waiver by Buyers of their rights under this Agreement, nor will this Section 2.11 be deemed to constitute an agreement to exclude 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 Acquired Assets 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 aforesaidassets described under Section 2.1. 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 will use commercially reasonable efforts to secure all Consents as Buyer shall reasonably request to give effect to the Purchaser at own costs undertaking Contemplated Transactions and to apply for vest in Buyer good, valid, insurable and obtain the consents (if any) required from the Developer marketable title in and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer Purchased Assets free and / or Proprietor and / or clear of all Encumbrances, except Permitted Encumbrances, after Closing. (b) Anything in this Agreement to the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes contrary notwithstanding, this Agreement will not constitute an 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 assign any of the consents can Assumed Contracts (or any Assumed Liabilities arising thereunder) or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of, notice to or other approval of a third party, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer thereunder. If any such consent or approval is not obtained or notice is not given prior to the Closing, or if an attempted assignment thereof would be obtainedineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such rights, Seller shall hold each such Assumed Contract in trust for, and for the benefit of, Buyer and shall provide Buyer the benefits thereunder and Buyer shall assume the obligations thereunder (but only to the extent such obligations relate to benefits that Seller actually provide to Buyer and that would have constituted Assumed Liabilities if such assignment occurred on the Closing Date) from and after the Closing Date, but no longer than twelve (12) months after the Closing Date, in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer, and Seller shall enforce for the event of:- i) Any of benefit of, or otherwise deliver the consents not being obtained from the Developer and / same practical value, benefit 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 result to, Buyer, with Buyer assuming Seller’s obligations to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever same extent as if it would have constituted an Assumed Liability. Seller will pay promptly to Buyer when received all monies received by Seller on or after 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 Closing Date under any of the consents not being obtained from the Developer and / Assumed Contracts or Proprietor and / any claim or State Authorities right 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 benefit arising thereunder 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 extent that Buyer would be entitled to put up the property for re-sale againthereto pursuant hereto.

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 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. ▇▇▇▇▇▇▇▇’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. ▇▇▇▇▇▇▇▇'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 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. 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 be void or (2) The costs / expenses reasonably incurred the termination of a lease, contract or agreement under the express terms thereof; (B) any Consent requested by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) ASSIGNOR that has been denied prior to the property caused by the Purchaser Closing in possession thereof shall be deducted and set-off against the deposit and other monies writing; or (if any, paid herein towards account of the purchase price by the Purchaser to the AssigneeC) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, any Consent that is required from 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 aforesaidGovernmental Authority. 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 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 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. (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 Seller shall use commercially reasonable efforts to procure any Consents necessary to transfer the Assets to Buyer prior to Closing; provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such Consent. Any Assets that are subject to the Purchaser at own costs undertaking a Consent that is denied in writing prior to apply for and obtain the consents (if any) required Closing shall be excluded from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Assets conveyed by Seller to Buyer at Closing, without any reduction to the Developer and / or Proprietor and / or Purchase Price with respect thereto. Notwithstanding the State Authorities or relevant bodies existence of an outstanding Consent with respect to any Asset at Closing, at Buyer’s election such Asset shall be borne and paid included in the Assets conveyed by Seller to Buyer pursuant to this Agreement at Closing, without any reduction to the Purchaser absolutely. The Purchaser undertakes Purchase Price with respect thereto; provided, however, that, if, as of Closing, Seller has not obtained any Consent with respect to keep any Asset that contains language to the Assignee effect that any and / or their solicitors informed the transfer of the progress Asset without such Consent would be void or cause the termination of such applications. No warranty is given by the Assignee that Asset (any of the consents can such Consent, a “Required Consent”), then, such Asset shall not be obtained, but included 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 Assets conveyed by Seller 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 Buyer pursuant 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:this Agreement at Closing. (1) If Buyer elects to include any Asset subject to an outstanding Consent in the meanwhile Assets conveyed by Seller to Buyer at Closing, Seller shall use commercially reasonable efforts after Closing to assist Buyer in procuring the Purchaser has entered into possession of the propertyoutstanding Consent pertaining to such Asset; provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such Consent. If after Closing, any Consent applicable to any Asset that was conveyed to Buyer at Closing is denied in writing, then Buyer shall re-assign such Asset to Seller pursuant to an assignment in substantially the Purchaser is liable at his own costs to reinstate the property to the original condition same form 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; andExhibit F. (2) The costs / expenses reasonably incurred by the Assignee in connection with the saleWith respect to any Asset that is subject to a Required Consent that is obtained after Closing, as well as the costs to reinstate damage then, within five (if any5) 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 business days of such expenses or costs date, Seller shall be deemed final / conclusive and binding upon assign such Asset to Buyer pursuant to an assignment in substantially the Purchaser. Subject same form 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.Exhibit F.

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. aSellers, within 10 days after the Execution Date, shall send to each holder of a Consent a notice seeking such holder’s consent to the transactions contemplated hereby. (i) The Property If (A) Sellers fail to obtain a Consent prior to Closing or (B) a Consent requested by Sellers is sold denied in writing, then, in each case, that portion of the Assets affected by such Consent shall be excluded from the Assets to be conveyed to Buyer at Closing and the Purchase Price shall be reduced by the Allocated Value of such portion of the Assets, provided, however, that if Buyer agrees in writing to the inclusion of that portion of the Assets subject to such Consent in the Purchaser Assets to be conveyed to Buyer at own costs undertaking Closing, then that portion of the Assets subject 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 such Consent shall be assigned by Sellers to Buyer at Closing pursuant to the Developer Assignment and / or Proprietor Buyer shall have no claim against, and / or Sellers shall have no Liability for, the State Authorities or relevant bodies failure to obtain such Consent. In the event that a Consent that is not obtained prior to Closing but is obtained following Closing then, within 10 days after such Consent is obtained, (x) Sellers shall be borne assign such excluded portion of the Assets to Buyer pursuant to an assignment in substantially the form of the Assignment, and paid (y) Buyer shall pay to Sellers by wire transfer of immediately available funds an amount equal to the amount by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed Allocated Value of such portion 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:-Assets so assigned. 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 If with respect to conditions which are a Consent that Sellers fail to obtain, (A) such Consent would 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: cause (1) If in the meanwhile the Purchaser has entered into possession assignment to Buyer of any portion of the property, then the Purchaser is liable at his own costs Assets 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 be void or (2) The costs / expenses reasonably incurred the termination of a Lease under the express terms thereof and (B) such Consent requested by the Assignee Sellers is not denied in connection with the salewriting, 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 then that portion of the purchase price by Assets subject to such Consent that the Purchaser Buyer does not agree in writing to have included in the AssigneeAssets to be conveyed at Closing, pursuant to subsection (i) above, shall not be included as an un-obtained consent for the purposes of the calculations under Sections 9.1(d) 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 aforesaid9.2(d). 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 First Lien Facilities, 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. 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. 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. 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, which consent of Sublandlord shall not be unreasonably withheld. 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 not later than the time period for which Landlord is sold required to provide its approval, and in any event Sublandlord shall not unreasonably withheld, conditioned, or delay its approval; and (c) Sublandlord may condition its approval or consent upon the subsequent receipt of Landlord’s unconditional approval or consent to such application. If Sublandlord is 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 actual and documented 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; (i) Sublandlord shall not be required to make any payments to Landlord (unless Subtenant agrees to make such payments) or to enter into any material agreements or to materially 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 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"), FindWhat or 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 listed on Exhibit 7.3 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. Administrative Agent hereby consents to the following transactions or events and agrees that the consummation or occurrence of such transaction or events shall not constitute a Default or Event of Default; provided that the following conditions are satisfied: (a) The Property is sold subject Acquisition of the Acquired Company pursuant to the Purchaser at own costs undertaking to apply for terms and obtain conditions of the consents Acquisition Agreement, which shall be a Permitted Acquisition; provided that on or before the consummation of the Acquisition, Borrower shall satisfy the requirements set forth in clauses (if anya)(ii), (a)(iii), (a)(iv), (a)(v), (a)(vi) required from and (a)(vii) of the Developer definition of “Permitted Acquisition” set forth in Section 1.01 of the Agreement and / or in Section 6.13 of the Proprietor Agreement. (b) The issuance and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing private placement sale of the Senior Notes pursuant to the Developer terms and / or Proprietor conditions of the Note Purchase Agreement, which issuance and / or the State Authorities or relevant bodies sale shall be borne and paid the incurrence of Indebtedness permitted by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed Section 7.03 of the progress Agreement; provided that, if the Bridge Loan is borrowed, the proceeds of such applications. No warranty is given by issuance and sale shall, to the Assignee that any extent necessary, immediately be used to prepay and discharge the Bridge Loan and all obligations owing in connection therewith. (c) If the issuance and private placement sale of the consents can Senior Notes pursuant to the terms and conditions of the Note Purchase Agreement have not theretofore occurred, the borrowing of the Bridge Loan upon the Bridge Loan Terms; provided that the Bridge Loan has a stated maturity date no later than September 30, 2008 and the proceeds of the issuance and sale of the Senior Notes shall, to the extent necessary, immediately upon their issuance and sale, be obtainedused to prepay and discharge the Bridge Loan and all obligations owing in connection therewith. (d) The administrative dissolution of ▇▇▇▇▇ Control Systems, but Inc., and Administrative Agent hereby releases and discharges ▇▇▇▇▇ Control Systems, Inc. from liability under the Guaranty; provided that in the event of:- i) Any of the consents not being obtained from the Developer ▇▇▇▇▇ Control Systems, Inc. hereafter reinstates its existence 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 good standing in the meanwhile the Purchaser has entered into possession State 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 Missouri or any other state, Borrower shall give Administrative Agent notice thereof and cause whatsoever in relation ▇▇▇▇▇ Control Systems, Inc. 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 againjoin in the Guaranty.

Consents. aOther than from (i) The Property approval of the Principal Market to list additional shares on the Principal Market and (ii) the Rexahn Required Stockholder Approvals (in each case, as of the Initial Subscription Date), Rexahn is sold subject not required to obtain any consent from, authorization or order of, or make any filing or registration with (other than the filing with the SEC of a Form D with the SEC and any other filings as may be required by any state securities agencies or the filing of an amended and restated certificate of incorporation following receipt of the Rexahn Required Stockholder Approvals to increase the number of authorized shares of Rexahn Common Stock pursuant to the Purchaser at own costs undertaking reverse stock split as contemplated in the Draft Merger Agreement and change the name of Rexahn to apply “Ocuphire Pharma, Inc.”), any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for and obtain it to execute, deliver or perform any of its obligations under or contemplated by the consents (if any) required from Rexahn Transaction Documents, in each case, in accordance with the Developer and / terms hereof or the Proprietor and / or State Authorities or other relevant bodiesthereof. All sums or dues whatsoever owing consents, authorizations, orders, filings and registrations which Rexahn is required to obtain pursuant to the Developer preceding sentence have been obtained or effected on or prior to the Closing Date (or in the case of filings detailed above, will be made timely after the Closing Date), and / Rexahn has not received written notice from any governmental entity which would reasonably be expected to prevent Rexahn from obtaining 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 effecting any of the consents can be obtainedregistration, but application or filings contemplated by the Rexahn Transaction Documents. Except as disclosed in the event of:- i) Any SEC Documents, Rexahn is not in violation of the consents listing requirements of the Principal Market and has not being obtained received written notice from the Developer and / Principal Market which would reasonably be expected to lead to delisting 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 suspension of the time period prescribed for completion herein; or ii) Any Rexahn Common Stock in the foreseeable future. The issuance by Rexahn of the consents Warrants and Warrant Shares shall not have the effect of delisting or suspending the Rexahn Common Stock 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 aforesaidPrincipal Market. 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 in respect thereof 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 propertyProperty, then the Purchaser is liable at his own costs to reinstate the property Property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property 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 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 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 In the event that in this Lease it is sold subject to provided that the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / exercise of any right by Tenant 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 performance of any and / or their solicitors informed obligation 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 Tenant shall be subject to conditions the consent or approval of Landlord and that the consent or approval of Landlord shall not be unreasonably withheld, then in any case in which are not acceptable Landlord shall withhold its consent or approval such determination by Landlord shall be conclusive upon Tenant, unless within forty-five (45) days after notice from Landlord of its determination Tenant shall elect to have the matter submitted for determination by arbitration in accordance with the then effective commercial rules of the American Arbitration Association, which submission to arbitration shall be the sole and exclusive remedy of Tenant for any such withholding of consent or approval by Landlord. In the event that any matter shall be submitted to arbitration by Tenant pursuant to the Assignee in its absolute discretionprovisions of this Section 27.3, or iii) The sale herein being set aside the sole issue for any reason whatsoever arbitration shall be the determination as to whether the withholding of consent or approval by the assignee Landlord shall have been reasonable or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereofunreasonable, in which case: (1) If and in the meanwhile event that a determination shall be made that the Purchaser has entered into possession withholding of the propertyconsent or approval by Landlord was unreasonable, then the Purchaser is liable at his own costs to reinstate decision shall annul such withholding of consent or approval, such annulment being the property to sole and exclusive remedy of Tenant, it being the original condition as at the date intention of the auction saleparties hereto (as to which they are conclusively bound) that in no event shall any such withholding of consent or approval by Landlord, 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 decision in relation to the sale arbitration with respect thereto (a) impose any financial liability upon or result in any damages being terminated as aforesaid. recoverable from Landlord, (b) In create any right cognizable or remedy enforceable in favor of Tenant and against Landlord at law or in equity or under any special statutory proceeding or at all (except by arbitration as provided above), and/or (c) provide any basis for the event abatement 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 againRents.

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) The Property is sold subject Notwithstanding anything in this Agreement to the Purchaser at own costs undertaking contrary, this Agreement shall not constitute an agreement to apply for and obtain the consents (if any) required from the Developer and / transfer, sell or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing otherwise assign any Contract that would otherwise be an Assigned Contract but which is not permitted 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 assigned in connection with the saletransactions contemplated by this Agreement (collectively, the “Unassigned Contracts”). In such event, Buyer may either require that Seller terminate such Unassigned Contract pursuant to its terms or require that the beneficial interest in and to such Unassigned Contract shall pass to Buyer at the Closing, in which case Seller shall cooperate with Buyer in any lawful and economically reasonable arrangement to provide Buyer with Seller’s entire interest in the benefits under each of the Unassigned Contracts. Seller shall exercise or exploit its rights and options under all Unassigned Contracts to the extent as well reasonably directed by Buyer; provided, that Buyer shall be responsible for any liability incurred by Seller pursuant to such direction. Buyer shall accept and be responsible for the burdens and perform the obligations under such Unassigned Contracts as subcontractor of Seller, to the costs extent that such burdens and obligations would have constituted an Assumed Liability if such Unassigned Contract had been transferred to reinstate damage (if anyBuyer at the Closing. Seller shall use Reasonable Efforts after the Closing to obtain all necessary consents to transfer and assign all Unassigned Contracts. Unassigned Contracts shall not be deemed to be Assigned Contracts unless and until Seller obtains such consents to transfer. In the event the other party(ies) 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 an Unassigned Contract subsequently consent 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 Unassigned Contract to Buyer, Buyer shall thereupon agree to assume and perform all liabilities and the obligations first arising thereunder after the date of such consent, at which time such Unassigned Contract shall be deemed final / conclusive an Assigned Contract and binding upon Acquired Asset, without the Purchaserpayment of further consideration, and the obligations so assumed thereunder shall be deemed Assumed Liabilities. Subject as aforesaidSeller shall indemnify, defend and hold the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation Buyer Indemnitees harmless from all Damages to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained extent arising 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 related 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 againUnassigned Contract.

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. aThe Company may be obliged to comply with all notification and registration requirements of the Dutch Central Bank (De Nederlandsche Bank N.V.) The Property is sold subject in connection with any possible payments under the Opinion Documents to or from non-residents of the Purchaser at own costs undertaking to apply for and obtain Netherlands in accordance with the consents provisions of the Reporting Requirements Balance of Payments Reports 2003 (if anyRapportagevoorschriften Betalingsbalansrapportages 2003 (RV 2003)) 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 issued by the Purchaser absolutely. The Purchaser undertakes Dutch Central Bank pursuant to keep the Assignee that any and / or their solicitors informed Section 7 of the progress of such applicationsExternal Financial Relations ▇▇▇ ▇▇▇▇ (Wet financiële betrekkingen buitenland 1994). No warranty is given by Failure to comply with these requirements will not affect the Assignee that any validity or enforceability of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer Opinion Documents. This opinion letter is addressed to you 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 issued in connection with the saleOpinion Documents. It may not be disclosed to or relied upon by any person other than yourselves. Without our prior written consent this opinion letter may not be transmitted to or filed with any person, firm, company or institution other than to your legal advisors for information purposes only or to the extent required by applicable law. Yours faithfully, AKD ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized definitional terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as well of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the costs Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to reinstate damage the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below (if anyincluding any letters of credit included in such facility) and (ii) to the property caused by the Purchaser in possession thereof shall extent permitted to be deducted assigned under applicable law, all claims, suits, causes of action and set-off against the deposit and any other monies (if any, paid herein towards account right of the purchase price by Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purposeCredit Agreement, a certificate signed by any officer of the Assignee certifying the amount of such expenses other documents 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 instruments delivered pursuant thereto or the Auctioneer for damages, compensation loan transactions governed thereby or in any cause whatsoever in relation way based on or related to the sale being terminated as aforesaid. b) In the event of any of the consents not foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being obtained from referred to herein collectively as the Developer “Assigned Interest”). Such sale and / assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation 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 warranty 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 againAssignor.

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.