Common use of Conveyance Clause in Contracts

Conveyance. (a) ABS hereby, on each Purchase Date, as evidenced by the execution and delivery by ABS and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors (collectively, the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01. (b) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreement. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchase

Conveyance. At Closing, Seller shall convey to Purchaser insurable and marketable fee simple title to the Property by means of a duly executed and acknowledged grant deed in the form of Exhibit C attached hereto and made a part hereof (athe "Grant Deed"). Evidence of delivery of insurable fee simple title shall be the issuance by Title Company of an ALTA Owner's Policy of Title Insurance (Form B, rev. 10/17/70) ABS herebyin an amount not less than the Purchase Price insuring fee simple title to the Property in Purchaser, on each Purchase subject only to such exceptions as Purchaser shall have expressly approved pursuant to Section 4.1.1 above, general real estate taxes and assessments for the then applicable tax fiscal year in which the Closing occurs, general real estate taxes and assessments for subsequent years not yet due and payable and the Seller Lease (the "Title Policy"). Said policy shall provide full coverage against mechanics' or materialmen's liens arising out of the construction, repair or alteration of any of the Improvements or any tenant improvements and shall contain such special endorsements as Purchaser may reasonably require. The Closing shall mean the date that the Grant Deed is recorded in the official records of San Diego County and possession of the Property is delivered to Purchaser. Title shall be free and clear of all liens, encumbrances, easements and restrictions except those expressly accepted by Purchaser. Seller hereby covenants and agrees that from and after the Agreement Date, as evidenced by the execution and delivery by ABS and the Obligors of a Sale Agreement SupplementSeller shall not sell, sellsassign, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors (collectively, the "Conveyance") all of ABS' encumber or create any right, title and or interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement SupplementProperty, or any part thereof, or permit to exist, any lien, encumbrance or charge thereon, without the prior written consent of Purchaser. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01. (b) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed Notwithstanding anything to the Obligors contrary contained herein, Seller shall remove or cause to be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid removed by the Obligors to Closing any and all monetary liens or at encumbrances affecting the direction of ABS as provided in the related Sale Agreement SupplementProperty other than current taxes and assessments for which a lien is not yet due or payable. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreement. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchase

Conveyance. (a) ABS hereby, on each Purchase 4.1 On the Closing Date, as evidenced by the execution and delivery by ABS and the Obligors of each Seller that owns fee simple title to a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys Shopping Center shall convey title to the Obligors Property with respect to such Shopping Center by special or limited warranty deed (each such deed, as applicable, a “Deed”), free and clear of all liens and encumbrances, except the following (collectively, the "Conveyance"“Permitted Exceptions”): (i) real estate taxes and assessments, both general and special, not yet due and payable; (ii) declarations, conditions, covenants, restrictions, easements, rights of way and other matters of record, including without limitation, those items shown on the subdivision plat of the respective Property, which are not objected to or are waived by Buyer pursuant to Section 3.2 herein; (iii) zoning and building ordinances; (iv) those matters disclosed by the Surveys, which are not objected to or are waived by Buyer pursuant to Section 3.2 herein, or which would be disclosed by any accurate survey of the respective Property if Buyer elected not to obtain a Survey for such Property; (v) matters of record as of the Original Effective Date not objected to by Buyer or which were Objections and Buyer elected to waive in accordance with Section 3.2 above; (vi) the rights of Tenants in possession under the Leases and any new leases as tenants only; and (vii) the rights of any third-party pursuant to any unrecorded cable agreement more particularly described on Exhibit “C” attached hereto (the “Cable Agreements”), if any, and any party, licensees and/or temporary occupants under any license agreements, temporary occupancy or other ancillary agreements then in effect with respect to the Properties more particularly described on Exhibit “C” attached hereto under the respective subsection headings “Temporary Occupancy and Ancillary Agreements” (collectively, the “Temporary Occupancy and Ancillary Agreements”), if any. Sellers shall assign to Buyer its interest in the Leases, Temporary Occupancy and Ancillary Agreements and Cable Agreements in effect as of the Closing Date by an Assignment and Assumption Agreement (the “Assignment of Leases”), substantially in the form of the Assignment of Leases and Guaranties attached hereto as Exhibit “D” and made a part hereof, to be executed by each Seller and Buyer effective as of Closing. 4.2 On the Closing Date, Peach Street I Seller shall transfer its leasehold interest as lessee under the Ground Lease by an Assignment and Assumption of Ground Lease in recordable form and substantially in the form of Exhibit “J” attached hereto and made a part hereof (“Ground Lease Assignment”), and Buyer shall assume the Ground Lease by the Ground Lease Assignment, releasing Peach Street I Seller from any further obligations or liability to the Ground Lessor accruing under or in connection with the Ground Lease from and after Closing. The parties hereby agree that the terms of the Ground Lease do not require the Ground Lessor’s consent for the Ground Lease Assignment to be effective as contemplated by the parties, so long as the Ground Lease Assignment complies with the terms and conditions contained in Section 8.2 of the Ground Lease. For the avoidance of doubt, any mortgage, lien (whether mechanics, materialmen or other lien) or other encumbrance that existed as of the Original Effective Date and that is an encumbrance on the fee simple title to the real property that is subject to the Ground Lease or underlying Peach Street I Leasehold Property shall be deemed to be a Permitted Exception with respect to the Peach Street I Leasehold Property. 4.3 Buyer agrees, at Closing, to assume in writing the due performance of all of ABS' the obligations of Wrangleboro Seller from and after the Closing Date under each Solar Lease (as defined in Schedule “I”) pursuant to a written instrument for the applicable Solar Lease between Buyer (or an affiliate of Buyer), and Wrangleboro Seller, substantially in the form of Exhibit “K”, attached hereto and made a part hereof (each a “Solar Lease Assignment” and, collectively, the “Solar Lease Assignments”). Each Solar Lease Assignment shall: (i) assign Wrangleboro Seller’s right, title and interest inin and to such Solar Lease to Buyer (or the applicable affiliate of Buyer), to with Buyer (or the applicable affiliate of Buyer) assuming all of Wrangleboro Seller’s obligations under such Solar Lease from and after Closing; (ii) release Wrangleboro Seller from any further obligations or liability accruing under or in connection with such Solar Lease from and after Closing; and (iii) release Host Guarantor (as hereinafter defined) from any further obligations or liability accruing under or in connection with such Solar Lease from and after Closing. The term “Host Guarantor” means that affiliate of Wrangleboro Seller that is currently the Host Guarantor under the Solar Leases and related Conveyed Assetsguaranties and agreements as identified therein. Within fifteen (15) business days after Closing, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors Buyer shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01. (b) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver provide a copy of each fully executed Solar Lease Assignment and a certified copy of a properly executed corporate resolution authorizing each such financing statements or other evidence of such filings Solar Lease Assignment to SunEdison Origination3, LLC, a Delaware limited liability company (“SunEdison”). This Section 4.3 shall survive the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; Closing and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreementmerged therein. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchase

Conveyance. (a) ABS herebySeller shall convey the Real Property to Purchaser by good and sufficient warranty deed following the Maine statutory short form (the “Deed”). If requested by Purchaser, on each Seller agrees to convey the Real Property utilizing a description prepared from a survey procured by Purchaser. Seller shall convey and assign the Permits and Approvals, if any, and the Warranties, if any, to Purchaser by one or more good and sufficient assignment instruments in form and substance reasonably satisfactory to Purchaser. Title to the Premises shall be good and marketable, free of all encumbrances, and subject only to the Permitted Exceptions (as such term is defined below). Seller shall have the right to use the Purchase Date, as evidenced Price paid at Closing to satisfy any indebtedness secured by the execution Premises or any portion thereof provided that all payments related thereto are made at Closing and provided that discharges or terminations of all mortgages of and security interests in the Premises are executed, acknowledged, and delivered by the holder(s) of such indebtedness at Closing (or commercially reasonable arrangements acceptable to Purchaser and its title insurance company have been made for the execution, acknowledgment, and delivery by ABS of such discharges and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys terminations have been made at or prior to the Obligors (collectively, the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01Closing). (b) The purchase price Without limiting the generality of Section 4(a), the Premises shall not be considered to be in compliance with the provisions of this Agreement with respect to title unless title to the Real Property is insurable for the Conveyed Assets conveyed pursuant benefit of Purchaser at ordinary rates under the 2006 ALTA form of owner’s title insurance policy by a title insurance company of Purchaser’s selection, with so-called “extended coverage,” and including such reasonable endorsements as Purchaser shall require and subject only to the Permitted Exceptions (as that term is hereafter defined). As used herein, the term “Permitted Exceptions” shall mean (i) environmental, and other laws and governmental rules, regulations, ordinances or bylaws as may affect the use, maintenance or ownership of the Property; (ii) such property taxes for the then current municipal fiscal year as are not yet due and payable on the Closing Date (but subject to pro-ration thereof as provided in this Master Sale Agreement Agreement); (iii) any liens for municipal betterments assessed after the Closing Date; (iv) subject to the provisions of the following paragraph, easements, special permits, and restrictions of record as of the date hereof; and (v) subject to the provisions of the following paragraph, any state of facts existing on any existing or current survey of the Real Property. On or before the expiration of the Due Diligence Period (as such term is defined below), Purchaser shall review title to the Property and deliver to Seller a written notice (“Title Objection Notice”) of any title matters existing of record existing as of the effective date of the title insurance commitment or survey matters existing as of the date of such survey (with the effective date of the title commitment and the amount date of such Conveyed Assets the surveying being hereinafter referred to as the “Title Effective Date”), which will be contributed to the Obligors written notice shall be determined by ABS and given no later than 5:00 p.m. on the Obligors at the time last day of the execution Due Diligence Period (other than Permitted Exceptions (i) through (iii) above) which shall be cured or otherwise addressed to Purchaser’s satisfaction prior to Closing (“Title Objections”). Any Title Objection Notice shall provide a summary description of the nature of the Title Objections referenced therein. If Purchaser fails to timely deliver a Title Objection Notice to Seller on or before the expiration of the Due Diligence Period, any right of Purchaser to claim any Title Objections with respect to title matters existing of record as of the Title Effective Date and delivery survey matters existing as of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Title Effective Date shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyancedeemed waived for all purposes, prior to each related Purchase Dateand, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect subject to the related Conveyed Assetsterms hereof, meeting Purchaser shall be deemed satisfied with the requirements state of applicable state law in such manner title and in such jurisdictions survey to the Property as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver Title Effective Date. If Purchaser delivers a copy of such financing statements or other evidence of such filings to the Obligors on or timely Title Objection Notice prior to the related Purchase expiration of the Due Diligence Period, any title matters existing of record as of the Title Effective Date and any survey matters existing as of the Title Effective Date, in either case which would properly constitute Title Objections, and which Purchaser fails to call to Seller’s attention in the Title Objection Notice shall be deemed to constitute a “Permitted Exception” for purposes of this Agreement and Purchaser shall be deemed satisfied with the state of title and survey to the Property as of the Title Effective Date, except only for the Title Objections stated in the Title Objection Notice so delivered and except for Monetary Liens. Seller shall have ten (10) days (the “Cure Notice Period”) after the timely receipt of a Title Objection Notice to give Purchaser written notice (a “Cure Notice”) as to which, if any, Title Objections Seller agrees to cure on or before the Closing Date (the “Cured Title Objections”); provided, however, that except as required by Seller shall cure any mortgage liens, mechanics liens and any other voluntary monetary liens or encumbrances affecting the Master AgreementProperty (collectively, no financing statements will “Monetary Liens”). If Seller does not give a Cure Notice within such period, Seller shall be recorded or filed with respect deemed to the sale or transfer have elected not to cure any of the Equipment owned by ABS unless Title Objections. If Seller does not give a Cure Notice, or if Seller gives Purchaser a Cure Notice within such period but does not agree therein to cure all Title Objections (or Seller’s proposed efforts to cure are not satisfactory to Purchaser), then Purchaser may elect to either (i) ABSproceed to the Closing subject to Permitted Exceptions, as Servicer shall determine specifically including any Title Objections which Seller has elected not to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates cure, and without reduction of the Purchase Price; or (ii) terminate this Agreement by giving Seller written notice of such Equipment has a value in excess election within ten (10) days after the expiration of the Cure Notice Period or ten (10) days after Purchaser’s receipt of Seller’s Cure Notice. If Purchaser so elects to terminate this Agreement, then this Agreement shall terminate as of the date of Purchaser’s termination notice, whereupon the Deposit, less the sum of $25,000100.00 (the “Independent Consideration”), shall be promptly returned to Purchaser, the Independent Consideration shall be paid to Seller in consideration of this Agreement, and this Agreement shall become void and without recourse to the parties hereto. Seller shall use commercially reasonable efforts prior to Closing to cure any Title Objections referenced in the Cure Notice in a manner reasonably satisfactory to Purchaser, and may extend the time for Closing up to an additional thirty (30) days as necessary; and provided, however, that notwithstanding the foregoing, in no event shall Seller be obligated to expend more than Ten Thousand Dollars ($10,000.00) (the “Title Cap”), in the aggregate, in using reasonable efforts to cure or otherwise resolve any Title Objections or additional objections to title which would properly be the subject of a Title Objection as described below; provided further that the Contract Files will not Title Cap shall in no event be physically delivered deemed to limit the expenditures required by Seller to discharge and release Monetary Liens. Purchaser shall have the right prior to Closing to make additional objections to title and/or survey with respect to any matters which would properly be the subject of a Title Objection, but which first appear of record after the Title Effective Date and, in any such event, Seller shall use commercially reasonable efforts prior to Closing to cure any such additional objections which would properly be the subject of a Title Objection, subject to the Obligors limitations and extension rights set forth above, including the Title Cap. If Purchaser’s diligence of the Property discloses judgments, bankruptcies or other returns against other persons or entities having names the same as or similar to that of Seller, Seller, on request, shall deliver to Purchaser or the Title Company affidavits to the Trusteeeffect that such judgments, but instead will be held bankruptcies or other returns are not against Seller. If the title commitment issued by the Servicer Title Company discloses exceptions (or its designated custodianother than the Permitted Exceptions) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreement. (d) In connection with each such Conveyance, ABS shall, at its own expense, which (i) cause its books and records may be removed solely by delivery of an affidavit, reasonably requested by the Title Company, which can be delivered by Seller or by reference to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale AgreementSeller’s existing title policy, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver Seller voluntarily created subsequent to the Obligors Effective Date, or at their direction (iii) may be removed or satisfied by the related List payment of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition a liquidated sum of money not in excess of the Conveyed Assets and that Title Cap in the aggregate, then Seller shall remove such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchaseexceptions.

Conveyance. (a) ABS The following documents with reference to the Property shall be executed by Seller (and/or the appropriate party under each document) and delivered to Purchaser (and/or the Escrow Agent) at Closing: (i) The original Deed in the form attached hereto as Exhibit E in recordable form conveying fee simple title to the Property duly executed and acknowledged by Seller. (ii) An original Assignment and Assumption of Lease duly executed by Seller in the form attached hereto as Exhibit F (the “Assignment of Lease”). (iii) Originals or copies certified by Seller of the Lease, and all records, books and files in Seller’s possession or control, relating to the leasing, operation and maintenance of the Property. (iv) A notice to the tenant under the Lease, executed by Seller, advising of the sale of the Property and directing that rent and other payments after Closing be sent to Purchaser at the address provided by Purchaser. (v) An original estoppel certificate, dated within thirty (30) days of the Closing Date (as same may have been extended), duly executed by the tenant under the Lease, in substantially the same form attached hereto as Exhibit G, or in tenant’s form, provided such form is reasonably acceptable to Purchaser. (vi) An original Owner’s Affidavit duly executed by Seller in the form attached hereto as Exhibit H (the “Owner’s Affidavit”). (vii) A condominium resale certificate issued by the Association for the Condominium, which complies with the requirements of Section 42-1904.11 of the Code of the District of Columbia and contains all of the information required by such code (the “Resale Certificate”). (viii) A certification as to Seller’s non-foreign status which complies with the provisions of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended. (ix) If applicable, an original assignment of the Warranties and Development Rights, in form reasonably acceptable to Purchaser, free and clear of all liens, security interests and adverse claims (“Assignment of Warranties and Development Rights”). (x) Any documents reasonably required by the title company issuing the Title Commitment and reasonably approved as to form and substance by, Seller as a condition precedent to the issuance of a title policy in the form required by Purchaser, including without limitation an indemnity agreement or affidavit sufficient to delete the mechanics lien exception from the title policy. (xi) All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated hereby, on each Purchase Date, as evidenced by the execution and delivery by ABS and the Obligors of including a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors (collectively, the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01settlement statement. (b) The purchase price for following documents with reference to the Conveyed Assets conveyed pursuant Property shall be executed by Purchaser and delivered to Seller (and/or the Escrow Agent) at Closing: (i) The Assignment of Lease duly executed by Purchaser. (ii) If applicable, the Assignment of Warranties and Development Rights duly executed by Purchaser. (iii) All other instruments and documents reasonably required to effectuate this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on transactions contemplated hereby, including a Purchase Date shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplementsettlement statement. (c) In Purchaser shall bear the cost of all title insurance premiums, all other costs of title examination and other title company charges. Purchaser and Seller shall each pay one-half (1/2) of all applicable recording fees, all document stamps, and recordation and transfer taxes in connection with each such Conveyance, prior to each related Purchase Date, ABS agrees execution and recordation of the Deed. Seller shall pay the cost to record any curative instruments. Seller and file, at its own expense, financing statements Purchaser shall each pay one-half (and thereafter timely continuation statements with respect to such financing statements1/2) with respect to of any escrow and/or closing fees charged the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master AgreementEscrow Agent. (d) The risk of loss or damage to the Property by fire or other casualty shall remain on Seller until the Deed is delivered by Seller at Closing. In connection the event that prior to Closing any portion of the Property is damaged or condemned by any governmental authority under its power of eminent domain, Purchaser may elect to terminate this Agreement, in which event the Deposit shall be returned to Purchaser and the parties shall have no further liability to each other hereunder, or Purchaser may elect to proceed to Closing hereunder, in which event Seller shall assign to Purchaser at Closing all of Seller’s right, title and interest in and to any insurance proceeds or condemnation awards, whether pending or already paid. (e) Pro rata adjustments on a per diem basis (unless otherwise provided) shall be made between Purchaser and Seller as of the date of Closing with each such Conveyance, ABS shall, at its own expense, respect to the following items: (i) cause its books Utility charges, real estate taxes, ad valorem taxes, escrows and records to front foot benefit charges, but if the applicable tax ▇▇▇▇ has not yet been received by Seller by the Closing Date the proration shall be marked to show that based on 110% of the related Conveyed Assets have been transferred taxes for the prior year, and the parties shall make any necessary adjustment after the Closing by cash payment to the Obligors in accordance with this Master Sale Agreementparty entitled thereto so that Seller shall have borne all real property taxes, and that the related Conveyed Assets have been pledged including all supplemental taxes, allocable to the Trustee in accordance with the Master Agreement on or period prior to the related Purchase Date Closing and Purchaser shall have borne all real property taxes, including all supplemental taxes, allocable to the period from and after the Closing; (ii) deliver To the extent not paid by tenant under the Lease, charges for water, sewer, gas, electric, trash removal and all other utilities, which adjustments shall be based on meter readings or invoices, as appro­priate; and (iii) All other income, expenses and charges of any kind with respect to the Obligors or at their direction the related List of Contracts on the related Purchase DateProperty. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged All adjustment items to the Trustee in accordance with the Master Agreement and a specified Series Supplement and extent they cannot be precisely determined at Closing (ii) to deliver or to the Trustee extent found to be erroneous after the related List Closing), shall be estimated at Closing and shall be resolved as soon as reasonably practicable, but in no event later than the first calendar half of Contracts on 2018, and, in the related Purchaseinterim, reasonable escrow made therefor. Purchaser agrees to remit to Seller any rents to which Seller is entitled and which are received by Purchaser within five (5) Business Days following receipt. Similarly, if Seller receives after Closing any rents to which Purchaser is entitled, Seller shall remit same to Purchaser within five (5) Business Days following receipt. The provisions of this Section 7(e) shall expressly survive the Closing.

Conveyance. (a) ABS hereby, on each Purchase Date, as evidenced by the execution and delivery by ABS and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys Seller shall convey to Purchaser title to the Obligors (collectivelyPremises by a good and sufficient warranty deed warranting that said Premises are free and clear of all encumbrances whatsoever except current real estate taxes and assessments, both general and special, regulations imposed by zoning ordinances and restrictions, conditions and easements of record, if any, approved by Purchaser. Seller agrees not to hereafter place any restriction, conditions, easement, mortgage or lien on the "Conveyance") all of ABS' rightPremises unless approved in advance by Purchaser. At closing, title and interest in, Seller shall provide to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth an Owner's Fee Policy in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01. (b) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will the purchase price insuring the title in the Purchaser, free and clear of all liens and encumbrances whatsoever except those liens and encumbrances excepted in the warranty deed as permitted hereunder. Seller and Purchase shall share the cost of the policy equally. No less than thirty (30) days from the date hereof, Purchaser shall cause a title commitment to be contributed issued by the Continental Title Company and shall deliver the same to Seller. If the title commitment reflects that title to the Obligors Premises is subject to any exceptions other than the exceptions referred to in this Section 4 above, then Purchaser shall notify Seller in writing of the exceptions to which Purchaser objects, within thirty (30) days after Purchaser's receipt of the title commitment. If Purchaser receives notice or otherwise discovers additional exceptions after delivery of the title commitment and prior to the closing date, Purchaser shall notify Seller in writing of the additional exceptions to which Purchaser objects within ten (10) days after Purchaser receives notice of such additional exceptions. Seller shall be determined required to cure or remove prior to the closing date, all exceptions which can be cured or removed by ABS the payment of money. Seller shall have a period of sixty (60) days after notice from the Purchaser to use Seller's best efforts to cure any exceptions which are not curable by the payment of money and the Obligors at closing date shall be postponed if necessary to afford Seller the full sixty (60) days to cure such exceptions. Purchaser may also obtain an ALTA/ASCM survey of the Premises and shall have thirty (30) days after receipt thereof to approve same. Purchaser shall notify Seller of any survey objections within such thirty (30) days and Seller shall have a period of sixty (60) days to cure such objections and the closing shall be postponed for such sixty (60) days. If Seller is unable to cure all of the exceptions or survey objections within the time period provided, Purchaser shall have the following options: A. Purchaser may postpone the closing date for up to an additional six (6) months to afford Seller time to cure the additional exceptions, or B. Purchaser may waive the uncured exceptions and accept title in its existing condition, or C. Purchaser may terminate this Agreement by sending written notice to the Seller. Seller shall return to Purchaser the earn▇▇▇ ▇▇▇ey deposit. Each party shall be responsible for their own costs. The cost of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date title work performed shall be paid by Purchaser and neither Purchaser nor Seller shall have any further rights or obligations hereunder. In the Obligors event the closing date is postponed to or at afford Seller additional time to cure the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection ofadditional exceptions, the conveyance of the related Conveyed Assets from ABS closing shall take place twenty (20) days after Seller delivers to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the TrusteePurchaser written notice that all exceptions have been eliminated, and to deliver a copy of such financing statements or other together with evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreementsame. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchase

Conveyance. (a) ABS herebyAt the Closing, on each Purchase Date, as evidenced Seller will convey fee simple title to the Real Property and the Improvements to Purchaser or Purchaser’s assignee or nominee by the execution Deed and delivery by ABS title to the Personal Property and the Obligors Intangible Property by the ▇▇▇▇ of a Sale Agreement Supplement(as hereinafter defined), sellsfree and clear of any and all deeds of trust, transfersmortgages or other liens or indebtedness; subject, assignshowever, sets over, contributes, quitclaims and otherwise conveys to the Obligors following (collectively, the "Conveyance"“Permitted Exceptions”): (a) all of ABS' right, title General real estate taxes for the year in which the Closing occurs and interest in, to subsequent years not yet due and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01payable. (b) The purchase price for All easements, restrictions, rights-of-way, party wall agreements, encroachments, covenants, reservations, agreements, leases, tenancies, licenses, conditions and other matters affecting all or any portion of the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed Property to the Obligors shall be determined extent (i) reflected on Exhibit B attached hereto and incorporated by ABS reference herein (the “Existing Exceptions”), (ii) items other than the Existing Exceptions reflected on Schedule B to the Title Commitment (other than the standard printed exceptions on Schedule B to the Title Commitment) and which Seller has not otherwise agreed in writing during the Obligors at Review Period to remove; (ii) items other than the time of Existing Exceptions reflected on the execution Survey, as recertified, and delivery of such related Sale Agreement Supplement. The amount paid which Seller has not otherwise agreed in writing during the Review Period to ABS for the Conveyed Assets sold on a Purchase Date shall be paid remove; and/or (iii) created by the Obligors or consented and agreed to in writing by Purchaser prior to or at the direction of ABS as provided Closing. If Seller agrees to remove such items in the related Sale Agreement Supplementwriting, Seller must remove such items at or prior to Closing. (c) In connection with each such ConveyanceThe rights of tenants, prior as tenants only, under unrecorded written leases delivered by Seller to each related Purchase Date, ABS agrees to record and file, Purchaser at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance start of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements Review Period or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except executed thereafter as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreementherein. (d) In connection with each such ConveyanceNotwithstanding Purchaser’s delivery of a Waiver Notice, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred or anything else to the Obligors contrary in accordance with this Master Sale AgreementContract, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on Seller must remove at or prior to the related Purchase Date Closing any mortgages and (ii) deliver to mechanics and materialmen liens created, suffered or incurred by, through or under Seller against the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related PurchaseProperty.

Conveyance. (a) ABS herebyVendor, on each for the payment to Vendor by Purchaser of 50% of the Purchase DatePrice (as defined in the Vermilion PSA) payable by Vendor under the Vermilion PSA (the “Purchase Price”), as evidenced the receipt of which is hereby acknowledged by the execution and delivery by ABS and the Obligors of a Sale Agreement SupplementVendor, hereby sells, assigns, transfers, assignsconveys and sets over to Purchaser, sets overand Purchaser hereby purchases from Vendor, contributes50% of the right, quitclaims title, estate and otherwise conveys interest of Vendor (whether absolute or contingent, legal or beneficial) in and to the Obligors (collectively, the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at TO HAVE AND TO HOLD the Purchase Date or thereafter arising. The Conveyed Assets conveyed same, together with all benefit and advantage to each be derived therefrom, absolutely, subject to the terms of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01this Agreement. (b) The purchase price Parties shall allocate the Purchase Price as follows: Petroleum and Natural Gas Rights 90% Tangibles 10% less $10.00 Miscellaneous Interests $10.00 (c) Vendor acknowledges the receipt of the GST payable in respect of the Assets from Purchaser. Vendor shall remit the GST according to law. The GST registration number of Vendor is 74733 0488 RT0001. The GST registration number of Purchaser is ●. Purchaser shall be solely responsible for all sales taxes, transfer taxes, fees, charges, levies or similar assessments which may be imposed by any governmental authority and pertaining to its acquisition of the Conveyed Assets conveyed pursuant or to this Master Sale Agreement the circulation and registration of any specific conveyances necessitated hereby and shall remit any such amounts to the applicable governmental authority according to law. (d) For the avoidance of doubt, the Parties acknowledge that: (i) the amount and the amount scope of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS Abandonment and Reclamation Obligations and the Obligors Environmental Liabilities associated with the Assets are not capable of being quantified at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to herein and depend upon numerous unknowable factors that are not within the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer control of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or Parties; (ii) under Applicable Law, the Abandonment and Reclamation Obligations and the Environmental Liabilities associated with the Assets are inextricably linked with such Equipment has a value Assets so that Purchaser will be liable for Abandonment and Reclamation Obligations and Environmental Liabilities associated with the Assets in excess the absence of $25,000; and provided further the specific assumption of such obligations by Purchaser in this Agreement or otherwise; (iii) the Parties have taken the fact that the Contract Files will Assets and any associated Abandonment and Reclamation Obligations and Environmental Liabilities are inextricably linked into account in reaching this Agreement and in establishing the Purchase Price for the Assets; (iv) neither the existence nor the amount of any accounting reserves for site reclamation costs or similar matters associated with the Assets in the financial statements or accounting records of either Party has been of any relevance to either Party in determining any matter under this Agreement, including the Purchase Price for the Assets; (v) as a result of the foregoing, the Parties agree to attribute no value to the assumption of the Abandonment and Reclamation Obligations and the Environmental Liabilities, nor the indemnities provided for in Articles 6 and 7, associated with the Assets; and (vi) the Parties agree that the Purchase Price shall not be physically delivered adjusted hereunder for any reason in relation to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee Abandonment and Reclamation Obligations and the Contract Files will be marked as required by the Master AgreementEnvironmental Liabilities. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchase

Conveyance. It is expressly acknowledged and agreed that: (a) ABS hereby, on each Purchase Date, as evidenced The Transfer of the Unit shall be prepared by the execution Vendor’s solicitors and delivery by ABS delivered to the Purchaser’s solicitors. The Purchaser shall pay the cost of registration of the Transfer and the Obligors of a Sale Agreement SupplementPurchaser’s first mortgage on the Unit (if any), sells, transfers, assigns, sets over, contributes, quitclaims including any mortgage insurance and otherwise conveys to the Obligors (collectively, the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01.application fee(s); (b) If a new mortgage, as arranged by the Purchaser, is contemplated, the Purchaser shall make a bona fide effort to secure such new mortgage. The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement proposed terms and the amount conditions of such Conveyed Assets which will mortgage shall be contributed set out in a mortgage commitment signed by the mortgagee with a copy delivered to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid Vendor if requested by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement.Vendor; (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS The Purchaser agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to irrevocably assign the proceeds of such financing statements) with respect new mortgage to the related Conveyed Assets, meeting Vendor to secure payment of the requirements Purchase Price; (d) If the net proceeds of applicable state law in such manner and in such jurisdictions as the mortgage are necessary or reasonably desirable less than the sum agreed to perfect and be assigned to maintain the perfection ofVendor, the conveyance Purchaser shall forthwith on demand pay to the Vendor the amount necessary to make up such deficiency; (e) In the event at the Closing Date there remains unadvanced a portion of the related Conveyed Assets from ABS funds to be advanced under the mortgage, the Purchaser shall pay all other amounts due to the Obligors Vendor on such date and the pledge of shall execute such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except documentation as required by the Master Agreement, no financing statements will be recorded or filed with respect Vendor to secure payment to the sale or transfer Vendor of such unadvanced funds. If title to the Unit is transferred to the Purchaser prior to the Vendor receiving the full purchase proceeds, including any mortgage funds, then, at the option of the Equipment owned by ABS unless (i) ABSVendor, as Servicer shall determine security for payment of the full Purchase Price, a Caveat may be registered by the Vendor to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered give notice as to the Obligors or amount of the Purchase Price unpaid. The Purchaser also agrees to execute and deliver to his solicitor, prior to the Trusteefinal Closing Date, but instead a Tenancy-at-Will Agreement and a properly executed Transfer Back of the Unit from the Purchaser to the Vendor. The Transfer Back will be held by in trust until the Servicer full purchase monies, including any mortgage funds, have been released to the Vendor hereunder, however, should the Vendor not receive the full purchase monies together with any interest thereon within ten (or its designated custodian10) on behalf days after delivery of the Trustee Transfer, the Vendor shall be at liberty to use the Transfer Back to restore title to the Unit to the name of the Vendor, and the Contract Files will Purchaser shall be marked as required by responsible for clearing the Master Agreement.title of all encumbrances registered the source of which is attributable to the Purchaser; (df) In connection with each such ConveyanceSubject to 2(e) above, ABS shall, at its own expense, (i) cause its books and records to be marked to show in the event that the related Conveyed Assets have been total purchase proceeds, including mortgage proceeds, are not advanced and released to the Vendor on the date that title is transferred to the Obligors in accordance with this Master Sale AgreementPurchaser for any reason whatsoever, and that the related Conveyed Assets have been pledged Purchaser shall pay interest to the Trustee in accordance with the Master Agreement on or prior Vendor upon such unreleased amount, until paid and released to the related Purchase Date Vendor, at the interest rate equal to twelve (12%) percent per annum; (g) Notwithstanding (e) and (iif) deliver above, if the Vendor has not received all monies due and owing to the Obligors or at their direction the related List of Contracts Vendor herein on the related Purchase Date. Each Obligor agrees date that title is transferred to the Purchaser or, in the case of mortgage funding delay pursuant to clause 2(e) above within ten (i10) to mark ▇▇▇ books and records to show the acquisition days of the Conveyed Assets date when such funds are generally releasable, the Vendor shall be at liberty to consider the Purchaser in default and that terminate this Purchase Agreement in consequence of such Conveyed Assets have been pledged default, in which event all monies paid by the Purchaser to the Trustee in accordance with Vendor shall be subject to forfeiture, however, such forfeiture shall not be deemed to be all inclusive liquidated damages and shall not preclude any further claims or remedies at law or equity by the Master Agreement and a specified Series Supplement and Vendor against the Purchaser arising pursuant thereto; and (iih) to deliver The Vendor shall have no responsibility whatsoever to the Trustee Purchaser to assist in obtaining, maintaining, or preserving the related List terms of Contracts on the related PurchasePurchaser’s mortgage, including, without limitation to the foregoing, preservation of the interest rate chargeable thereunder in consequence of any delay or in any postponement of the Closing Date.

Conveyance. On or before 4:00 pm on the Trust Completion Date (as may be extended hereunder): (a) ABS herebythe Seller will first deliver to the Buyer’s Solicitors the ▇▇▇▇ of Sale naming the Buyer as the purchaser thereunder, on each Purchase Dateand immediately thereafter, the Assignment naming the Buyer as evidenced the assignee thereunder, both duly executed by the execution Seller, and delivery by ABS in the case of the Assignment, in a form registrable in the Indian Lands Registry and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys Buyer will make available to the Obligors (collectively, Seller the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each undertakings of the respective Obligors shall be as set forth Buyer’s Solicitors not to submit the Assignment for registration or otherwise deal with the Assignment or the ▇▇▇▇ of Sale until the obligations of the Buyer provided for in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01.subsections 4(b) to 4(e) have been fulfilled; (b) The purchase price for the Conveyed Assets conveyed pursuant Seller will deliver to this Master Sale Agreement the Buyer’s Solicitors, and the amount of such Conveyed Assets which Buyer will be contributed sign and return to the Obligors shall be determined by ABS and Seller, the Obligors at the time Seller’s statement of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement.adjustments; (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect the Buyer will deliver to the related Conveyed Assets, meeting Seller a certificate evidencing the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable insurance required to perfect and to maintain be obtained by the perfection of, the conveyance of the related Conveyed Assets from ABS Buyer pursuant to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreement.Sublease; (d) In connection with each such Conveyancethe Buyer will authorize the release of the Deposit to the Seller; and (e) subject to section 5, ABS shallthe Buyer will pay the balance of the Final Total Purchase Price as shown on the approved Seller's statement of adjustments by delivering a certified cheque or bank draft in the said amount to the Seller. Immediately following the Trust Completion Date, the Buyer will, at its own the Buyer’s cost and expense, (i) cause its books use diligent and records commercially reasonable efforts to be marked to show ensure that the related Conveyed Assets have been transferred Assignment and any new mortgage required by the Buyer to finance the Final Total Purchase Price will be promptly registered in the Indian Lands Registry. The Buyer will provide the Seller with a copy of the Assignment, along with its registration particulars, on or before the Final Completion Date. The Buyer will make available to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition Seller’s Solicitors undertakings of the Conveyed Assets and that such Conveyed Assets have been pledged Buyer’s Solicitors to carry out the Trustee obligations of the Buyer provided for in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchasepreceding two sentences.

Conveyance. (a) ABS herebyAt the Closing, the Property (other than the Leasehold Interest) is to be conveyed to Buyer (or to such persons or entities as Buyer may designate prior to or at Closing) by Special Warranty Deed substantially in the form attached hereto as Exhibit “B” (the “Deed”), subject only to those permitted exceptions specified in Exhibit B to the recorded deed under which Seller acquired the Real Property (the “Vesting Deed Exceptions”); provided, however, (i) to the extent that the agreement with C▇▇ Communications dated February 9, 2006, has lapsed, has been terminated, or is no longer in effect, Seller shall use commercially reasonable efforts to cause the memorandum thereof to be terminated and released of record on each Purchase Dateor before the Closing Date and (ii) Buyer shall use Seller’s existing survey of the Real Property, and at the Closing, Seller agrees to execute and deliver a survey affidavit, in the form required by the Title Company, to allow the Title Company to issue Buyer an ALTA extended coverage owner’s policy of title insurance for the Real Property at the Closing. If the Title Company refuses to accept the Seller’s existing survey, B▇▇▇▇ reserves the right to obtain a Survey (as defined below) and to make Title Objections thereto pursuant to Paragraph 10 below. At Closing, Seller shall also deliver to Buyer (i) an affidavit of debts, liens, and parties-in-possession in the Title Company’s standard form; (ii) an affidavit that Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as evidenced amended; (iii) if applicable, an assignment of Seller’s interest in any Service Contracts that Buyer desires to assume at Closing, in a form reasonably acceptable to Buyer and Seller; (iv) a Bill of Sale and Assignment, substantially in the form attached hereto as Exhibit “C”, conveying to Buyer the Development Rights and Personal Property; (v) an executed counterpart of a settlement statement to be prepared by the execution and delivery by ABS and the Obligors of Title Company (“Settlement Statement”); (vi) a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors (collectively, the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each written termination of the respective Obligors Internal Lease; and (vii) any other documents reasonably required by the Title Company. At Closing, Buyer shall be as set forth in deliver to Seller (i) an executed counterpart of the related Sale Agreement Supplement. Each such transfer Bill of Conveyed Assets Sale; (ii) an executed counterpart of the Settlement Statement; and (iii) any other documents reasonably required by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01the Title Company. (b) The purchase price for On or before the Conveyed Assets Closing, the Leasehold Interest is to be conveyed pursuant to this Master Sale Agreement and the amount of Buyer (or to such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors persons or entities as Buyer may designate prior to or at the direction of ABS Closing) by an assignment instrument as provided set forth in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance Section 1.5 of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Asset Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreement. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchase

Conveyance. (a) ABS hereby, on each Purchase On the Closing Date, as evidenced by the execution and delivery by ABS and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys Sellers shall convey title to the Obligors Properties by special or limited warranty deeds (collectively, the "Conveyance"“Deeds” and individually a “Deed”), free and clear of all liens and encumbrances, except the following (collectively, the “Permitted Exceptions”): (i) all real estate taxes and assessments, both general and special, not yet due and payable; (ii) declarations, conditions, covenants, restrictions, easements, rights of ABS' rightway and other matters of record, title including without limitation, those items shown on the subdivision plat of the Property, which are not objected to or waived by Buyer pursuant to Section 3.2 herein; (iii) zoning and building ordinances; (iv) the rights of tenants in possession as tenants only; and (v) those matters which would be disclosed by any accurate survey of the Property. Also on the Closing Date, Sellers shall transfer and assign its interest inin and to that certain Centerpoint Ground Lease dated June 24, 2002, as amended (the “▇▇▇▇▇▇▇ Ground Lease”) by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as landlord and CAP Easely, LLC, as tenant, pursuant to and an assignment of ground lease (the “Assignment of Ground Lease”) in recordable form, which shall, among other things, provide for: (i) an indemnification from Sellers to Buyer with respect to Sellers’ performance of any of its obligations under the related Conveyed Assets, whether ▇▇▇▇▇▇▇ Ground Lease arising prior to the Closing Date; and (ii) an indemnification from Buyer to Sellers with respect to its performance of its obligations under the ▇▇▇▇▇▇▇ Ground Lease on and after the Closing Date. Such indemnifications in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each Assignment of Ground Lease shall survive Closing and shall not be limited by any of the respective Obligors shall be as limitations on other indemnifications set forth in this Agreement. Transfer of Sellers’ interest as landlord under the related Sale Agreement Supplement. Each such transfer leases of Conveyed Assets by ABS the Properties set forth on Exhibit “C” attached hereto and made a part hereof (the “Leases”) shall be without representationmade by Assignment and Assumption Agreements (individually an “Assignment of Leases” and collectively the “Assignments of Leases”), warranty or recourse except as expressly provided substantially in Section 3.01. (b) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time form of the execution Assignment of Leases attached hereto as Exhibit “D” and delivery made a part hereof, to be executed by Sellers and Buyer effective as of such related Sale Agreement Supplementthe Closing Date. The amount paid In addition, Sellers shall assign to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to or Buyer at the direction of ABS as provided Closing all license agreements and other temporary occupancy agreements then in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) effect with respect to the related Conveyed AssetsProperties (collectively, meeting the requirements of applicable state law in such manner “Temporary Occupancy Agreements”). At Closing, Sellers shall also assign and in such jurisdictions as are necessary or reasonably desirable convey to perfect Buyer all personal property located upon the Properties and owned by Sellers and to maintain the perfection ofextent assignable all warranties, the conveyance guaranties, indemnities and intangible rights associated with each of the related Conveyed Assets from ABS Properties, if any, including the name used to the Obligors and the pledge of identify each Property, such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreement. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records assignment to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchasemade by appropriate instruments.

Conveyance. (a) ABS hereby, on each Purchase On the Closing Date, as evidenced by the execution and delivery by ABS and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys Seller shall convey title to the Obligors Property by special warranty deed in the form attached hereto as Exhibit “J” (the “Deed”), free and clear of all liens and encumbrances, except the following (collectively, the "Conveyance"“Permitted Exceptions”): (i) all real estate taxes and assessments, both general and special, not yet due and payable; (ii) declarations, conditions, covenants, restrictions, easements, rights of ABS' rightway and other matters of record, title including without limitation, those items shown on the subdivision plat of the Property, which are not objected to or are waived by Buyer pursuant to Section 3.2 herein; (iii) zoning and interest inbuilding ordinances; (iv) those matters disclosed by the Survey or which would be disclosed by any accurate survey of the Property; (v) matters of record as of the Effective Date (x) not objected to by Buyer, (y) which were Objections and Buyer elected to waive in accordance with Section 3.2 above or (z) which are not Mandatory Cure Items; (vi) the rights of tenants in possession as tenants only; and (vii) the rights of any third-party pursuant to any unrecorded cable agreement more particularly described on Exhibit “C” attached hereto (the “Cable Agreements”), if any, and any licensees and/or temporary occupants under the related Conveyed AssetsTemporary Occupancy Agreements, whether if any. Transfer of Seller’s interest as landlord under the leases then in existence effect at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01. (b) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) Closing with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection ofProperty (collectively, the conveyance “Leases”) shall be made by an Assignment and Assumption Agreement (the “Assignment of Leases”), substantially in the form of the related Conveyed Assets from ABS Assignment of Leases and Guaranties attached hereto as Exhibit “D” and made a part hereof, to be executed by Seller and Buyer effective as of Closing. The Leases in effect as of the Obligors Effective Date are more particularly described on Exhibit “C” attached hereto and made a part hereof. In addition, Seller shall assign to Buyer at Closing the pledge of such related Conveyed Assets from the Obligors to the Trustee, Cable Agreements and to deliver a copy of such financing statements or all license agreements and other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed temporary occupancy agreements then in effect with respect to the sale or transfer Property (collectively, the “Temporary Occupancy Agreements”). The Cable Agreements and Temporary Occupancy Agreements in effect as of the Equipment owned by ABS unless (i) ABSEffective Date, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trusteeif any, but instead will be held by the Servicer (or its designated custodian) are also set forth on behalf of the Trustee and the Contract Files will be marked as required by the Master AgreementExhibit “C” attached hereto. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchase

Conveyance. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Administrative Agent and the Lenders, hereby agree to sell, assign and convey to Purchaser and Purchaser hereby agrees to (a) ABS hereby, on each Purchase Date, as evidenced by the execution purchase and delivery by ABS accept from Administrative Agent and the Obligors of a Sale Agreement SupplementLenders, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors (collectively, the "Conveyance") all of ABS' the Lenders’ right, title and interest in, in and to and the obligations under the related Conveyed AssetsCredit Agreement and Loan Documents, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be including but without representation, warranty or recourse except as expressly provided in Section 3.01. limitation all Loans and Commitments and (b) The purchase price for accept and assume all obligations of the Conveyed Assets conveyed pursuant to this Master Sale administrative agent under the Credit Agreement and the amount of such Conveyed Assets which will be contributed Loan Documents, all subject to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreement. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master terms and provisions of this Letter Agreement (the “Purchase Transaction”). In connection with the Purchase Transaction, Platinum Partners Value Arbitrage Fund, L.P. (“Parent”), the parent of the Purchaser, and certain material subsidiaries of the Parent have agreed to executed a guaranty of even date herewith to secure the obligations of the Purchaser hereunder. The Purchase Transaction shall close on or prior to August 30, 2013 (the related Purchase Date “Closing Date”) and (ii) Purchaser shall deliver to the Obligors or at their direction Administrative Agent, for the related List Lenders, the Purchase Price and the Credit Agreement Expenses (each as defined below) by wire transfer of Contracts immediately available funds by 2:00 p.m. Houston time on August 30, 2013. Notwithstanding the related Purchase Date. Each Obligor agrees (i) foregoing, Administrative Agent, the Lenders and Purchaser acknowledge that the Borrower is working to mark ▇▇▇ books and records to show the acquisition obtain refinancing of the Conveyed Assets Credit Agreement from other financial institutions. In the event Borrower is able to obtain and that such Conveyed Assets have been pledged close a refinancing of the Credit Agreement, acceptable to the Trustee Administrative Agent and the Lenders, prior to August 30, 2013, the Administrative Agent’s and the Lenders’ obligations hereunder to sell and assign the Loans and Commitments and Plantinum’s obligation to purchase the Loans and Commitments and assume the obligations under the Credit Agreement as described herein shall terminate; provided, except as provided in accordance with Section 2 below, the Master Purchase Fee (as defined below) shall not be refunded to Purchaser and Purchaser shall remain liable for payment of the Letter Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related PurchaseExpense.

Conveyance. (a) ABS hereby, on each Purchase Date, as evidenced by i. In accordance with the execution terms and delivery by ABS conditions contained in this conveyance deed and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors (collectively, the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each consideration of the respective Obligors shall be as set forth in the related Sale Agreement Supplementtotal price including EDC & IDC ………………. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01. (bRupees only ) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors allottee and received by the promoter (as per details mentioned in the payment schedule- hereunder), the promoter ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, convey, assign and transfer unto the allottee by way of sale, the said Flat of the said project free from all encroachments, charges and encumbrances together with all ways, paths, passages, rights, liberties, privileges and easements, whatsoever to the said Flat or in any way appended therewith usually held as part and parcel thereof. And now it shall be lawful for the allottee for all times hereafter to occupy/posses the said Flat and hold and enjoy the same and every part thereof without any interruption, disturbance, claim or demand from the promoter subject to the terms and conditions of this conveyance deed and the declaration. The promoter agree that they shall from time to time and at all times hereafter, upon every reasonable request and at the direction cost of ABS the allottee, make, acknowledge, execute and perfect with all proper dispatch, all such further and other lawful and reasonable acts, deeds, matters and things whatsoever necessary for assuring the said Flat unto the allottee in the manner mentioned in this conveyance deed. The promoter covenant that this conveyance deed is executed in all its entirety and that the promoter has received full sale price of the said Flat. ii. The Total Price of the Residential Flat as per approved demarcation/ zoning plan is ` (Rupees only) ("Total Price") (Give break up and description): Block No. CARPET Area of Flat in sq. Fts Rate per sq. fts. Basic Price of the Flat GST (if applicable) EDC (As Applicable) IDC (As Applicable) Total price (in rupees) (i) The Total Price as mentioned above includes the booking amount paid by the allottee to the Promoter towards the Flat; (ii) The Total Price as mentioned above includes Taxes (GST and Cess or any other taxes/ fees/ charges/ levies etc. which has been levied, in connection with the development/ construction of the Project(s)) paid/ payable by the Promoter up to the date of handing over the possession of the Flat to the allottee(s) or the competent authority, as the case may be, after obtaining the necessary approvals from competent authority for the purposes of such possession: (iii) The Promoter has provided to the Allottee(s) the details of the taxes/ fees/ charges/ levies etc. paid or demanded along with the acts/ rules/ notifications together with dates from which such taxes/ fees/ charges/ levies etc. have been imposed or become effective; (iv) The Total Price of Flat includes recovery of price of land, development/ construction of the Common Areas (if applicable), internal development charges, infrastructure augmentation charges, external development charges, taxes/ fees/ levies etc., fire detection and firefighting equipment in the common areas, maintenance charges for a period of 5 years and includes cost for providing all other facilities, amenities and specifications to be provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreement. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related PurchaseColony..

Conveyance. (a) ABS hereby, on each Purchase Date, as evidenced by 4 of the execution and delivery by ABS Lease is hereby deleted and the Obligors of a Sale Agreement Supplementfollowing is inserted in its place: "The Property and the skybridge (described in Section 47.3.4) shall be conveyed by Lessor to Lessee by Statutory Special Warranty Deed, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys subject to the Obligors (collectively, the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arisingPermitted Exceptions. The Conveyed Assets conveyed trust deeds in favor of Principal Mutual Life Insurance Company listed as exceptions 50, 51 and 52 in the 6th Supplemental Preliminary Title Report dated March 18, 1998, Title Number W186736H issued by Transnation Title Insurance Company shall not be Permitted Exceptions as to each the conveyance of the respective Obligors Property or the skybridge but shall be permitted exceptions as to the appurtenant rights acquired by Lessee under a separate skybridge easement agreement to be entered into between Lessor, Lessee and, if applicable, Lessee's designee. The conveyance shall allow Lessee and its successors to continue to enjoy rights and obligations with respect to the common areas (as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets Covenants, Conditions, and Restrictions then encumbering the Property) after the Closing, equivalent to those prevailing before the Closing, provided Lessee and its successors pay all common area assessments and abide by ABS shall be without representationall Conditions, warranty or recourse except as expressly provided Covenants, and Restrictions in Section 3.01. (b) The purchase price for the Conveyed Assets conveyed pursuant force from time to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect common areas. At Lessee's request, Lessor shall convey title to the related Conveyed Assets, meeting the requirements of applicable state law Property to an institutional lender or trustee providing synthetic lease financing or other institutional financing to Lessee in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance connection with its acquisition of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase DateProperty; provided, however, that except use of such designee will not affect (or operate as required by a release of) Lessee's obligations or liability under the Master AgreementLease, no financing statements will be recorded or filed with respect including the Option to the sale or transfer Purchase provisions of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master AgreementLease. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchase"

Conveyance. (a) ABS hereby, on each Purchase On the Closing Date, Seller shall transfer its leasehold interest as evidenced lessee under the Ground Lease by an Assignment and Assumption of Ground Lease in recordable form and substantially in the form of Exhibit “J” attached hereto and made a part hereof (“Ground Lease Assignment”), and Buyer shall assume the Ground Lease by the execution Ground Lease Assignment, releasing Seller from any and delivery by ABS and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys all further obligations or liability to the Obligors Ground Lessor accruing under or in connection with the Ground Lease from and after Closing. Buyer and Seller hereby agree that the terms of the Ground Lease, and, in particular, Section 5 thereof, require Ground Lessor’s consent for the Ground Lease Assignment to be effective. It shall be a condition precedent to Seller’s obligations to close under this Agreement that it receive both (i) the consent of Ground Lessor to undertake the assignment to Buyer as contemplated by the Ground Lease Assignment and (ii) confirmation of its release as to further obligations under the Ground Lease following Closing. The transfer by Seller of its leasehold interests under the Ground Lease and in the Property pursuant to the Ground Lease Assignment shall be free and clear of all liens and encumbrances, except the following (collectively, the "Conveyance"“Permitted Exceptions”): (i) all of ABS' right, title the terms and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as conditions set forth in the related Sale Agreement Supplement. Each such transfer Ground Lease and the Ground Lease Assignment; (ii) real estate taxes and assessments, both general and special, not yet due and payable; (iii) declarations, conditions, covenants, restrictions, easements, rights of Conveyed Assets way and other matters of record, including without limitation, those items shown on any subdivision plat of the Property, which are not objected to or are waived by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01. (b) The purchase price for the Conveyed Assets conveyed Buyer pursuant to this Master Sale Agreement Section 3.2 herein; (iv) zoning and building ordinances; (v) those matters disclosed by the amount of such Conveyed Assets Survey or which will would be contributed to the Obligors shall be determined disclosed by ABS and the Obligors at the time any accurate survey of the execution Property; (vi) matters of record as of the Effective Date not objected to by Buyer or which were Objections and delivery Buyer elected to waive in accordance with Section 3.2 above; (vii) the rights of such related Sale Agreement Supplement. The amount paid tenants in possession as tenants only under the Leases; and (viii) the rights of any third-party pursuant to ABS for any unrecorded cable agreement more particularly described on Exhibit “C” attached hereto (the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to “Cable Agreements”), if any, and any licensees and/or temporary occupants under any license agreements or at the direction of ABS as provided other temporary occupancy agreements then in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) effect with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection ofProperty (collectively, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee“Temporary Occupancy Agreements”), and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed if any. The leases in effect with respect to the sale or transfer Property (collectively, the “Leases”) as of the Equipment owned by ABS unless (i) ABSEffective Date are more particularly described on Exhibit “C” attached hereto and made a part hereof. Seller shall assign to Buyer its interest in the Leases, Temporary Occupancy Agreements and Cable Agreements in effect as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee Closing Date by an Assignment and Assumption Agreement (the Contract Files will be marked “Assignment of Leases”), substantially in the form of the Assignment of Leases and Guaranties attached hereto as required by the Master Agreement. (d) In connection with each such ConveyanceExhibit “D” and made a part hereof, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, executed by Seller and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List Buyer effective as of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related PurchaseClosing.

Conveyance. (a) ABS hereby, on each Purchase On the Closing Date, as evidenced by the execution and delivery by ABS and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys Seller shall convey title to the Obligors Property by an assignment and assumption of ground lease agreement substantially in the form attached hereto as Exhibit “J” (the “Ground Lease Assignment”), free and clear of all liens and encumbrances, except the following (collectively, the "Conveyance"“Permitted Exceptions”): (i) real estate taxes and assessments, both general and special, not yet due and payable; (ii) declarations, conditions, covenants, restrictions, easements, rights of way and other matters of record, including without limitation, those items shown on the subdivision plat of the Property, which are not objected to or are waived by Buyer pursuant to Section 3.2 herein; (iii) zoning and building ordinances; (iv) the lien of supplemental taxes assessed pursuant to the California Revenue and Taxation Code; (v) those matters disclosed by the Survey or which would be disclosed by any accurate survey of the Property; (vi) matters of record as of the Effective Date not objected to by Buyer or which were Objections and ▇▇▇▇▇ elected to waive in accordance with Section 3.2 above; (vii) the rights of tenants in possession as tenants only; and (viii) the rights of any third-party pursuant to any unrecorded cable agreement more particularly described on Exhibit “C” attached hereto (the “Cable Agreements”), if any, and any licensees and/or temporary occupants under the Temporary Occupancy Agreements, if any. Transfer of Seller’s interest as landlord under the leases then in effect at Closing with respect to the Property (collectively, the “Leases”) shall be made by an Assignment and Assumption Agreement (the “Assignment of Leases”), substantially in the form of the Assignment of Leases and Guaranties attached hereto as Exhibit “D” and made a part hereof, to be executed by Seller and Buyer effective as of Closing. The Leases in effect as of the Effective Date are more particularly described on Exhibit “C” attached hereto and made a part hereof. In addition, Seller shall assign to Buyer at Closing the Cable Agreements and all license agreements and other temporary occupancy agreements then in effect with respect to the Property (collectively, the “Temporary Occupancy Agreements”). The Cable Agreements and Temporary Occupancy Agreements in effect as of the Effective Date, if any, are also set forth on Exhibit “C” attached hereto. 4.1. ▇▇▇▇▇ agrees, at Closing, to assume in writing the due performance of all of ABS' the obligations of Seller from and after the Closing Date under each Solar Lease (as defined in Schedule “1.2(h)”) pursuant to a written instrument for the applicable Solar Lease between Buyer (or an affiliate of Buyer), and Seller, substantially in the form of Exhibit “N”, attached hereto and made a part hereof (each a “Solar Lease Assignment” and, collectively, the “Solar Lease Assignments”). Each Solar Lease Assignment shall: (i) assign Seller’s right, title and interest in, to in and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01. (b) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statementsSolar Lease to Buyer (or the applicable affiliate of Buyer), with Buyer (or the applicable affiliate of Buyer) with respect to the related Conveyed Assets, meeting the requirements assuming all of applicable state law in Seller’s obligations under such manner Solar Lease from and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Dateafter Closing; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) release Seller from any further obligations or liability accruing under or in connection with such Equipment has a value in excess of $25,000Solar Lease from and after Closing; and provided (iii) release Host Guarantor (as hereinafter defined) from any further that the Contract Files will not be physically delivered to the Obligors obligations or to the Trustee, but instead will be held by the Servicer (liability accruing under or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreement. (d) In in connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books Solar Lease from and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Dateafter Closing. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related PurchaseThe term “

Conveyance. It is expressly acknowledged and agreed that: (a) ABS hereby, on each Purchase Date, as evidenced The Transfer of the Unit shall be prepared by the execution Vendor’s solicitors and delivery by ABS delivered to the Purchaser’s solicitors. The Purchaser shall pay the cost of registration of the Transfer and the Obligors of a Sale Agreement SupplementPurchaser’s first mortgage on the Unit (if any), sells, transfers, assigns, sets over, contributes, quitclaims including any mortgage insurance and otherwise conveys to the Obligors (collectively, the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01.application fee(s); (b) If a new mortgage, as arranged by the Purchaser, is contemplated, the Purchaser shall make a bona fide effort to secure such new mortgage. The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement proposed terms and the amount conditions of such Conveyed Assets which will mortgage shall be contributed set out in a mortgage commitment signed by the mortgagee with a copy delivered to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid Vendor if requested by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement.Vendor; (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS The Purchaser agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to irrevocably assign the proceeds of such financing statements) with respect new mortgage to the related Conveyed Assets, meeting Vendor to secure payment of the requirements Purchase Price; (d) If the net proceeds of applicable state law in such manner and in such jurisdictions as the mortgage are necessary or reasonably desirable less than the sum agreed to perfect and be assigned to maintain the perfection ofVendor, the conveyance Purchaser shall forthwith on demand pay to the Vendor the amount necessary to make up such deficiency; (e) In the event at the Closing Date there remains unadvanced a portion of the related Conveyed Assets from ABS funds to be advanced under the mortgage, the Purchaser shall pay all other amounts due to the Obligors Vendor on such date and the pledge of shall execute such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except documentation as required by the Master Agreement, no financing statements will be recorded or filed with respect Vendor to secure payment to the sale or transfer Vendor of such unadvanced funds. If title to the Unit is transferred to the Purchaser prior to the Vendor receiving the full purchase proceeds, including any mortgage funds, then, at the option of the Equipment owned by ABS unless (i) ABSVendor, as Servicer shall determine security for payment of the full Purchase Price, a Caveat may be registered by the Vendor to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered give notice as to the Obligors or amount of the Purchase Price unpaid. The Purchaser also agrees to execute and deliver to his solicitor, prior to the Trusteefinal Closing Date, but instead a Tenancy-at-Will Agreement and a properly executed Transfer Back of the Unit from the Purchaser to the Vendor. The Transfer Back will be held by in trust until the Servicer full purchase monies, including any mortgage funds, have been released to the Vendor hereunder, however, should the Vendor not receive the full purchase monies together with any interest thereon within ten (or its designated custodian10) on behalf days after delivery of the Trustee Transfer, the Vendor shall be at liberty to use the Transfer Back to restore title to the Unit to the name of the Vendor, and the Contract Files will Purchaser shall be marked as required by responsible for clearing the Master Agreement.title of all encumbrances registered the source of which is attributable to the Purchaser; (df) In connection with each such ConveyanceSubject to 2(e) above, ABS shall, at its own expense, (i) cause its books and records to be marked to show in the event that the related Conveyed Assets have been total purchase proceeds, including mortgage proceeds, are not advanced and released to the Vendor on the date that title is transferred to the Obligors in accordance with this Master Sale AgreementPurchaser for any reason whatsoever, and that the related Conveyed Assets have been pledged Purchaser shall pay interest to the Trustee in accordance with the Master Agreement on or prior Vendor upon such unreleased amount, until paid and released to the related Purchase Date Vendor, at the interest rate equal to twelve (12%) percent per annum; (g) Notwithstanding (e) and (iif) deliver above, if the Vendor has not received all monies due and owing to the Obligors or at their direction the related List of Contracts Vendor herein on the related Purchase Date. Each Obligor agrees date that title is transferred to the Purchaser or, in the case of mortgage funding delay pursuant to clause 2(e) above, within ten (i10) to mark ▇▇▇ books and records to show the acquisition days of the Conveyed Assets date when such funds are generally releasable, the Vendor shall be at liberty to consider the Purchaser in default and that terminate this Purchase Agreement in consequence of such Conveyed Assets have been pledged default, in which event all monies paid by the Purchaser to the Trustee in accordance with Vendor shall be subject to forfeiture, however, such forfeiture shall not be deemed to be all inclusive liquidated damages and shall not preclude any further claims or remedies at law or equity by the Master Agreement and a specified Series Supplement and Vendor against the Purchaser arising pursuant thereto; and (iih) to deliver The Vendor shall have no responsibility whatsoever to the Trustee Purchaser to assist in obtaining, maintaining, or preserving the related List terms of Contracts on the related PurchasePurchaser’s mortgage, including, without limitation to the foregoing, preservation of the interest rate chargeable thereunder in consequence of any delay or in any postponement of the Closing Date.

Conveyance. (a) ABS herebySeller agrees to convey the Property to Purchaser by special warranty deed, on each Purchase Date, as evidenced by the execution and delivery by ABS and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys subject to the Obligors following matters: (collectively, i) Taxes and assessments for the "Conveyance"year of closing and subsequent years; (ii) all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as Matters set forth on the title report to be provided pursuant to Section 3 herein below; and (iii) Seller's right to occupy and use the Property pursuant to the lease described in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01paragraph 7 herein below. (b) The purchase price for Revenue stamps required on the Conveyed Assets conveyed pursuant to this Master Sale Agreement deed, the broker's commissions described in paragraph 15 herein below, the title insurance search fee and premium and the amount of such Conveyed Assets which survey will be contributed to paid by Seller. The cost of recording the Obligors shall be determined by ABS deed, expense of delivering the funds due at closing, and the Obligors at costs associated with the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date Purchaser's financing (if any) shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement SupplementPurchaser. Each party shall pay its own attorney's fees. (c) In connection with each such Conveyance, prior addition to each related Purchase Date, ABS agrees to record and filethe special warranty deed, at its own expenseclosing Seller shall deliver the following additional documents, financing statements (and thereafter timely continuation statements with respect duly executed, to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless Purchaser: (i) ABSan assignment assigning and conveying to Purchaser all of Seller's right, as Servicer shall determine title and interest in all transferable permits, approvals, conditional use permits or approvals, variances, guaranties and warranties relating to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or the Property; (ii) such Equipment has a value in excess assignment of $25,000; and provided further that the Contract Files will not be physically delivered any parking agreements or easements relating to the Obligors or Property; (iii) affidavits as commonly used in Hillsborough County, Florida to the Trusteeeffect that Seller has not, but instead will except for the lease with Seller to be held by the Servicer (or its designated custodian) on behalf entered into at closing, granted any rights to any persons to possession of the Trustee Property, that all fees and assessments and all bills for all labor, services and materials, incurred by Seller that affect the Contract Files Property have been fully paid for so that there cannot exist any lien upon the Property as a result thereof. The affidavit shall be in such form as will be marked enable a title insurance company to eliminate its standard printed form exception for rights of parties in possession (except for Seller as required tenants) and unfiled construction and other liens incurred by the Master Agreement. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books Seller and records to be marked able to show that insure the related Conveyed Assets have been transferred "gap"; (iv) pursuant to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition Section 1445 of the Conveyed Assets Tax Reform Act of 1984, a non-foreign person affidavit; (v) such other items and that such Conveyed Assets have been pledged instruments as the title insurance company may reasonably require; (vi) a closing statement (both Seller and Purchaser to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchaseexecute).

Conveyance. (a) ABS hereby, on each Purchase On the Closing Date, and upon payment by CCA to or on behalf of the Authority of the consideration set out in Section 2.3(i) and (ii) below, the Authority will convey to CCA the Land, buildings and improvements comprising the Facility by Warranty Deed, in the same form attached hereto as evidenced by the execution and delivery by ABS Exhibit B, and the Obligors machinery, equipment and other items of a personal property comprising the Facility by Bill ▇▇ Sale Agreement Supplementand Assignment, sells, transfers, assigns, sets over, contributes, quitclaims in the same form attached hereto as Exhibit C. The Bill ▇▇ Sale and otherwise conveys to the Obligors (collectively, the "Conveyance") Assignment will include an assignment of all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be Authority under (i) the Monitor Agreement, dated as set forth in of August 29, 1995, between the related Sale Agreement Supplement. Each such transfer Authority and Norr▇▇ & ▇ssociates, Inc., and (ii) the Marketing Services Agreement, dated as of Conveyed Assets August 29, 1995, between the Authority and Capitol Consultants relating to the Facility, and an assumption by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01CCA of all obligations of the Authority under said agreements from and after the Closing. (b) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and fileCCA may obtain, at its own expense, financing statements (option and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreement. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause an owner's title insurance commitment from a title insurance company of its books and records choice to be marked to show that the related Conveyed Assets have been transferred issue a title insurance policy insuring marketable fee simple title to the Obligors Facility to CCA, which will contain only those title exceptions described in accordance with this Master Sale Agreementthe Warranty Deed attached hereto as Exhibit B, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) an as-built survey for the Facility prepared by an Oklahoma registered land surveyor of its choice, which will disclose no matters affecting the Facility other than those described in the Warranty Deed attached hereto as Exhibit B, (iii) a Phase I environmental site assessment report for the Facility from an environmental engineer of its choice, which will disclose no adverse or material environmental matters affecting the Facility other than those matters caused or created by CCA, and/or (iv) a going concern appraisal. The Authority agrees to execute and deliver to the Obligors title company issuing said title insurance policy on or at their direction before the related List of Contracts on Closing such resolutions, consents, notices and title affidavits and certifications reasonably requested or customarily required by the related Purchase Date. Each Obligor agrees (i) title company in order to mark ▇▇▇ books and records enable the title company to show the acquisition issue its title policy to CCA, upon payment of the Conveyed Assets premium therefor, without title exceptions or requirements other than those title exceptions contained in the Warranty Deed attached hereto as Exhibit B and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchasestandard preprinted title exceptions deleted therefrom.

Conveyance. (a) ABS herebyAt the Closing, on each Purchase DateSeller will convey good, as evidenced marketable and insurable fee simple title to the Real Property and the Improvements to Purchaser by the execution Deed and delivery by ABS title to the Personal Property and the Obligors Intangible Property by the ▇▇▇▇ of a Sale Agreement Supplement(as hereinafter defined), sellsfree and clear of any and all deeds of trust, transfersmortgages or other liens or indebtedness; subject, assignshowever, sets over, contributes, quitclaims and otherwise conveys to the Obligors following (collectively, the "Conveyance"“Permitted Exceptions”): (a) all of ABS' right, title General real estate taxes for the year in which the Closing occurs and interest in, to subsequent years not yet due and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01payable. (b) The purchase price for All easements, restrictions, rights-of-way, party wall agreements, encroachments, covenants, reservations, agreements, leases, tenancies, licenses, conditions and other matters affecting all or any portion of the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed Property to the Obligors shall be determined extent (i) reflected on Schedule B to the Title Commitment (other than the standard printed exceptions on Schedule B to the Title Commitment); (ii) all matters reflected on the Survey, as recertified, and not disapproved by ABS Purchaser during the Review Period; (iii) all matters created by or consented and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid agreed to ABS for the Conveyed Assets sold on a Purchase Date shall be paid in writing by the Obligors Purchaser prior to or at the direction of ABS as provided Closing; and/or (iv) those matters set forth in the related Sale Agreement SupplementExhibit K attached hereto and incorporated herein by reference. (c) In connection with each such ConveyanceThe rights of tenants, prior as tenants only, under unrecorded written leases delivered by Seller to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or Purchaser prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master AgreementClosing. (d) Notwithstanding the forgoing, Purchaser acknowledges that the Property is currently subject to the terms of a promissory note (the “Note”), which is secured by a mortgage or deed of trust on the Property, security agreement and other loan documents (collectively with the Note, the “Loan Documents”) in favor of American Family Life Insurance Company (the “Lender”), which Loan Documents permit the Lender to accept any prepayment of the Note made prior to August , 2015 at the Lender’s sole option. No later than fifteen (15) days following the Effective Date (the “Approval Period”), Seller agrees to use reasonable, good faith efforts to obtain the approval of the Lender with respect to the prepayment of the Note and release of the Loan Documents at Closing (the “Prepayment Approval”). Upon receipt of the Prepayment Approval prior to the expiration of the Approval Period, Seller shall be obligated to deliver the Deed and title to the Personal Property and the Intangible Property free and clear of the Loan Documents. In connection the event that Seller is unable to obtain the Prepayment Approval, Seller shall deliver notice of such failure to Purchaser prior to 5:00 p.m., Tampa, Florida time, on the expiration of the Approval Period (the “Prepayment Notice”) and Purchaser shall have the right, but not the obligation to assume the obligations of Seller under the Loan Documents at Closing on terms and conditions acceptable to Purchaser, in its sole and absolute discretion and subject to Lender’s approval as to the assumption by Purchaser of the Loan Documents at Closing (the “Assumption Approval”). If assumed by Purchaser at Closing, the Loan Documents shall be Permitted Exceptions. Notwithstanding anything contained in Section 8.02 to the contrary, in the event that Purchaser fails to obtain the Assumption Approval, prior to the Closing, on terms and conditions acceptable to Purchaser, in its sole and absolute discretion, then Purchaser shall have the right, as Purchaser’s sole and exclusive remedy as to this Section 5.01, to terminate this Contract upon written notice to Seller and to request the Title Company to return the ▇▇▇▇▇▇▇ Money Deposit, together with each such Conveyanceall accrued interest thereon, ABS shallto Purchaser. In the event that Seller fails to deliver the Prepayment Notice, Seller shall be deemed to have obtained the Prepayment Approval and will be obligated to deliver the Deed and title to the Personal Property and the Intangible Property free and clear of the Loan Documents. Notwithstanding the foregoing, if Seller secures the Prepayment Approval from Lender prior to the end of the Approval Period but Lender refuses to accept the prepayment of the Note and release the Loan Documents at its own expenseClosing, then the same shall not be deemed to be a default of Seller under the terms of this Agreement, however, Purchaser shall have the right to (i) cause its books terminate this Agreement and records receive a return of the ▇▇▇▇▇▇▇ Money Deposit upon written notice to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale AgreementSeller, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver Purchaser, at Purchaser’s option, shall have the right to assume the Obligors or at their direction Note and the related List of Contracts on Purchase Price shall be reduced by an amount equal to any prepayment penalty that Seller would have had to pay in order to prepay the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related PurchaseNote.

Conveyance. Quest shall convey, by special warranty deed, good and indefeasible fee simple title to the Property free and clear of all liens and encumbrances except for the Permitted Liens (aas defined below). As used herein, the term "Permitted Liens" shall mean any of the following: (i) ABS herebyliens for taxes not yet due and payable, on each (ii) easements, encroachments and encumbrances listed in the draft title commitment dated November 4, 1997 issued by Lawyers Title Insurance Corporation, a copy of which is attached hereto as EXHIBIT C (the "Title Commitment"), (iii) liens in favor of MetLife if assumed by Buyer in accordance with paragraph 5 below, and (iv) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over the Property. Quest covenants that, except as otherwise disclosed in the Title Commitment, it has not assigned or conveyed and will not assign or convey any interest, including, without limitation, any easement or leasehold interest, in the Property or permit any liens or other encumbrances to attach thereto prior to the Property Closing. If there should be filed against the Property any such lien or encumbrance or if, any exception to title appears in the Title Commitment other than a Permitted Lien, Buyer may elect either (i) to rescind this Option or (ii) to close the purchase and sale transaction without regard to such title objections but with a mutually-agreed upon adjustment to the Purchase DatePrice. If the parties are unable to agree upon such adjustment, then such dispute shall be resolved by arbitration as evidenced provided in paragraph 11 below. Liens affecting the Property (other than the Permitted Liens) which are dischargeable by the execution and delivery by ABS and the Obligors payment of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors (collectively, the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01. (b) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date money shall be paid by the Obligors to or Quest at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such ConveyanceProperty Closing. Additionally, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and Quest covenants to maintain the perfection ofProperty in good condition and repair, normal wear and tear excepted. In the conveyance event of a breach of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trusteeforegoing covenant, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless Buyer may elect either (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates rescind this Option or (ii) to close the purchase and sale transaction without regard to such Equipment has damage but with a value mutually-agreed upon reduction in excess of $25,000; and the Purchase Price. If the parties are unable to agree upon such adjustment, then such dispute shall be resolved by arbitration as provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreementin paragraph 11 below. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchase

Conveyance. (a) ABS herebyAt the Closing, on each Purchase Datethe parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as evidenced by more specifically set forth in this section. (b) At Closing, Seller shall convey the execution and delivery by ABS Property subject only to the Permitted Survey Exceptions and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors Permitted Title Exceptions (collectively, the "ConveyancePermitted Exceptions") and deliver to Purchaser the following documents (all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors which shall be as set forth in duly executed, sealed, witnessed and notarized where required): (i) General Warranty Deed (the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01"Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions. (bii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto. (iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property. (iv) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement original of any and the amount of such Conveyed Assets which will be contributed all assignable licenses and permits related to the Obligors Property. (v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code. (vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof. (vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession. (viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey. (ix) A closing statement. (x) A termination of any and all contracts related to the Property. (xi) A certificate dated as of the Closing Date signed by Charles B. Hicks certifying that the representations ▇▇▇ ▇▇▇▇▇▇▇▇▇s of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement. (xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby. (c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be determined duly executed, sealed, witnessed and notarized where required): (i) The total purchase price. (ii) A copy of a good standing certificate regarding Oasis certified by ABS and the Obligors at Secretary of State of Tennessee, dated within thirty (30) days prior to Closing, in the time event of an Assignment by Purchaser to Oasis Group, Inc. or any entity related thereto or affiliated therewith. (iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold documents on behalf of Purchaser, together with a Purchase Date shall be paid by the Obligors to or at the direction Certificate of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements Incumbency with respect to such financing statements) with respect officers, only if necessary. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as those required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements preceding sentence with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trusteeentity, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreementonly if necessary. (d) In connection with each such ConveyanceAt Closing, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to Closing Agent will apply the Obligors in accordance with this Master Sale Agreement, and that Earnest Money toward the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related PurchasePrice.

Conveyance. 4.1 Seller shall deliver to Buyer at the Closing recordable Corporate Warranty Deed conveying merchantable title to the Sale Property. 4.2 Seller shall deliver to Buyer at the Closing a completed Real Estate Transfer Declaration signed by Seller or Seller’s agent in the form required pursuant to the Real Estate Transfer Tax Act of the State of Illinois. Seller shall pay for any transfer tax imposed on the recording of the deed of conveyance. Buyer shall be responsible for the cost of recording the deed of conveyance. 4.3 At least twenty-one (21) days prior to Closing, Seller shall deliver to Buyer, at Seller’s expense, evidence of good and merchantable title in the Premises by delivering a written commitment for an Owner's Title Guaranty Policy issued by a title insurance company duly qualified in the State of Illinois, which covers the Premises and which commits to insure Buyer's title to the Premises for the amount of the purchase price. Such title insurance company to be mutually agreed upon by the parties. Buyer shall pay for charges relating to (a) ABS hereby, on each Purchase Date, as evidenced by the execution post- closing title updates or title searches and delivery by ABS and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors (collectively, the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01. (b) The any mortgagee endorsement to the title insurance policy. Seller shall pay any title premium or other cost associated with the issuance of the Owner’s Title Guarantee Policy insuring Buyer after Closing, other than the foregoing charges payable by ▇▇▇▇▇. Said title commitment shall be conclusive evidence of good title as therein shown as to all matters insured by the policy, subject only to general exceptions normally contained in such a commitment. 4.4 If the title commitment discloses title defects which materially affect the title, ("Defects"), Seller shall have thirty (30) days from the date of notice by Buyer of the Defects to have the Defects removed or to have the title insurer commit to insure against loss or damage that may be occasioned by the Defects. If Seller fails to have the Defects removed or, in the alternative, to obtain the commitment for title insurance specified above as to such Defects within said thirty (30) day period, Buyer may terminate this Contract or may elect, upon notice to Seller within ten (10) days after the expiration of said thirty (30) day period, to take title as it then is with the right to deduct from the purchase price for liens or encumbrances of a definite or ascertainable amount. If Buyer does not so elect, this Contract shall become and be null and void without further action of the Conveyed Assets conveyed pursuant to this Master Sale Agreement parties and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreement. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇▇▇▇▇ books and records Money, if any, shall be promptly returned to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related PurchaseBuyer.

Conveyance. Quest shall convey, by special warranty deed, good and indefeasible fee simple title to the Property free and clear of all liens and encumbrances except for the Permitted Liens (aas defined below). As used herein, the term "Permitted Liens" shall mean any of the following: (i) ABS herebyliens for taxes not yet due and payable, on each (ii) easements, encroachments and encumbrances listed in the draft title commitment dated November 4, 1997 issued by Lawyers Title Insurance Corporation, a copy of which is attached hereto as Exhibit C (the "Title Commitment"), (iii) liens in favor of MetLife if assumed by Buyer in accordance with paragraph 5 below, and (iv) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over the Property. Quest covenants that, except as otherwise disclosed in the Title Commitment, it has not assigned or conveyed and will not assign or convey any interest, including, without limitation, any easement or leasehold interest, in the Property or permit any liens or other encumbrances to attach thereto prior to the Property Closing. If there should be filed against the Property any such lien or encumbrance or if, any exception to title appears in the Title Commitment other than a Permitted Lien, Buyer may elect either (i) to rescind this Option or (ii) to close the purchase and sale transaction without regard to such title objections but with a mutually-agreed upon adjustment to the Purchase DatePrice. If the parties are unable to agree upon such adjustment, then such dispute shall be resolved by arbitration as evidenced provided in paragraph 11 below. Liens affecting the Property (other than the Permitted Liens) which are dischargeable by the execution and delivery by ABS and the Obligors payment of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors (collectively, the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01. (b) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date money shall be paid by the Obligors to or Quest at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such ConveyanceProperty Closing. Additionally, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and Quest covenants to maintain the perfection ofProperty in good condition and repair, normal wear and tear excepted. In the conveyance event of a breach of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trusteeforegoing covenant, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless Buyer may elect either (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates rescind this Option or (ii) to close the purchase and sale transaction without regard to such Equipment has damage but with a value mutually-agreed upon reduction- in excess of $25,000; and the Purchase Price. If the 2 parties are unable to agree upon such adjustment, then such dispute shall be resolved by arbitration as provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreementin paragraph 11 below. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchase

Conveyance. (a) ABS herebyAt the Closing, on each Purchase Datethe parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as evidenced by more specifically set forth in this section. (b) At Closing, Seller shall convey the execution and delivery by ABS Property subject only to the Permitted Survey Exceptions and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors Permitted Title Exceptions (collectively, the "ConveyancePermitted Exceptions") and deliver to Purchaser the following documents (all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors which shall be as set forth in duly executed, sealed, witnessed and notarized where required): (i) General Warranty Deed (the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01"Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions. (bii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto. (iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property. (iv) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement original of any and the amount of such Conveyed Assets which will be contributed all assignable licenses and permits related to the Obligors Property. (v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code. (vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof. (vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession. (viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey. (ix) A closing statement. (x) A termination of any and all contracts related to the Property. (xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement. (xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby. (c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be determined duly executed, sealed, witnessed and notarized where required): (i) The Down Payment, Note and Deed of Trust. (ii) A copy of a good standing certificate regarding Oasis certified by ABS and the Obligors at Secretary of State of California, dated within thirty (30) days prior to Closing. (iii) A copy of a Resolution of the time Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold documents on behalf of Purchaser, together with a Purchase Date shall be paid by the Obligors to or at the direction Certificate of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements Incumbency with respect to such financing statements) with respect officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as those required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements preceding sentence with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreemententity. (d) In connection with each such ConveyanceAt Closing, ABS shall, at its own expense, (i) cause its books and records to be marked to show that Escrow Agent will apply the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇▇▇▇▇ books and records to show Money toward the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related PurchasePurchase Price.

Conveyance. (a) ABS hereby, on each Purchase Date, as evidenced by i. In accordance with the execution terms and delivery by ABS conditions contained in this conveyance deed and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors (collectively, the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each consideration of the respective Obligors shall be as set forth in the related Sale Agreement Supplementtotal price including EDC & IDC ………………. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01. (bRupees only ) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors allottee and received by the promoter (as per details mentioned in the payment schedule- hereunder), the promoter ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, convey, assign and transfer unto the allottee by way of sale, the said COMMERCIAL SPACE of the said project free from all encroachments, charges and encumbrances together with all ways, paths, passages, rights, liberties, privileges and easements, whatsoever to the said COMMERCIAL SPACE or in any way appended therewith usually held as part and parcel thereof. And now it shall be lawful for the allottee for all times hereafter to occupy/posses the said COMMERCIAL SPACE and hold and enjoy the same and every part thereof without any interruption, disturbance, claim or demand from the promoter subject to the terms and conditions of this conveyance deed and the declaration. The promoter agree that they shall from time to time and at all times hereafter, upon every reasonable request and at the direction cost of ABS the allottee, make, acknowledge, execute and perfect with all proper dispatch, all such further and other lawful and reasonable acts, deeds, matters and things whatsoever necessary for assuring the said COMMERCIAL SPACE unto the allottee in the manner mentioned in this conveyance deed. The promoter covenant that this conveyance deed is executed in all its entirety and that the promoter has received full sale price of the said COMMERCIAL SPACE. ii. The Total Price of the COMMERCIAL SPACE as per approved demarcation/ zoning plan is ` (Rupees only) ("Total Price") (Give break up and description): Block No. CARPET Area of COMMERCIAL SPACE in sq. Fts Rate per sq. fts. Basic Price of the COMMERCIAL SPACE GST (if applicable) EDC (As Applicable) IDC (As Applicable) Total price (in rupees) (i) The Total Price as mentioned above includes the booking amount paid by the allottee to the Promoter towards the COMMERCIAL SPACE; (ii) The Total Price as mentioned above includes Taxes (GST and Cess or any other taxes/ fees/ charges/ levies etc. which has been levied, in connection with the development/ construction of the Project(s)) paid/ payable by the Promoter up to the date of handing over the possession of the COMMERCIAL SPACE to the allottee(s) or the competent authority, as the case may be, after obtaining the necessary approvals from competent authority for the purposes of such possession: (iii) The Promoter has provided to the Allottee(s) the details of the taxes/ fees/ charges/ levies etc. paid or demanded along with the acts/ rules/ notifications together with dates from which such taxes/ fees/ charges/ levies etc. have been imposed or become effective; (iv) The Total Price of COMMERCIAL SPACE includes recovery of price of land, development/ construction of the Common Areas (if applicable), internal development charges, infrastructure augmentation charges, external development charges, taxes/ fees/ levies etc., fire detection and firefighting equipment in the common areas, maintenance charges for a period of 5 years and includes cost for providing all other facilities, amenities and specifications to be provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreement. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related PurchaseColony..

Conveyance. At Closing, Seller shall convey to Purchaser insurable, ---------- indefeasible and marketable fee simple title to the Property (aexcluding the Personal Property), by means of a duly executed and acknowledged grant deed in substantially the form of Exhibit E attached hereto and made a part hereof (the --------- "Grant Deed"). Evidence of delivery of insurable fee simple title shall be the issuance by Title Company of an ALTA Owner's Policy of Title Insurance (Form B, rev. 10/17/70) ABS herebyin an amount not less than the Purchase Price insuring fee simple title to the Property (excluding the Personal Property) in Purchaser, on each Purchase Datesubject only to such exceptions as Purchaser shall have expressly approved pursuant to Section 4.1.1 above, as evidenced general real estate taxes and assessments for the then applicable tax fiscal year in which the Closing occurs, general real estate taxes and assessments for subsequent years not yet due and payable, the IPAC Lease, the Leases approved by the execution and delivery by ABS Purchaser hereunder, and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors Loan Assumption Documents (collectively, the "ConveyancePermitted Exceptions") (the "ALTA Title Policy"). Said policy shall provide full coverage against mechanics' or materialmen's liens arising out of the construction, repair or alteration of any of the Improvements or any tenant improvements and shall contain such special endorsements as Purchaser may require. Additionally, at the Closing, concurrently with the issuance of the ALTA Title Policy to Purchaser, the Title Company shall be irrevocably committed to issue to the Lender an ALTA Loan Policy of title insurance, with the limit of liability being the principal amount of the Loan, subject only to the Permitted Exceptions, in form and content reasonably acceptable to the Lender (the "Lender's Title Policy"). The Closing shall mean the date that the Grant Deed is recorded in the official records of Santa ▇▇▇▇▇ County and possession of the Property is delivered to Purchaser. Title shall be free and clear of all of ABS' liens, encumbrances, easements and restrictions except those expressly accepted by Purchaser. Seller hereby covenants and agrees that from and after the Agreement Date, Seller shall not sell, assign, encumber or create any right, title and or interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be Property, or any part thereof, or permit to exist, any lien, encumbrance or charge thereon, without representation, warranty or recourse except as expressly provided in Section 3.01. (b) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreement. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchasewritten consent

Conveyance. (a) ABS hereby, on each Purchase On the Closing Date, as evidenced the DDA shall convey and transfer to the Developer by covenant deed, fee simple title to the Development Parcel free of all mortgages and liens, but subject to the right of reversion of the DDA set forth herein, the conditions, covenants and restrictions contained in this Development Agreement and all restrictions of record, easements, building and use codes, regulations and restrictions, zoning ordinances, encroachments, matters which would be revealed from an inspection and/or survey of the Development Parcel and real estate taxes and special assessments not yet due and payable (collectively “Permitted Restrictions”). Any easements of record created after the date of this Agreement by the execution DDA shall be subject to the approval of the Developer. It is the intent of the DDA and delivery Developer that the conveyance of the Development Parcel to the Developer shall be a fee simple determinable, with the DDA retaining a possibility of reverter which shall automatically ripen into a fee simple interest in the DDA upon the failure of the Developer to Commence Construction of the Project as and when required by ABS and this Development Agreement due to a Developer Default (a “Reversion Event”). Upon the Obligors occurrence of a Sale Agreement SupplementReversion Event, sellsthe DDA shall provide the Developer with written notice (“Reversion Default Notice”) that it intends to record a notice with the Oakland County Register of Deeds (which notice shall be in accordance with MCLA § 565.451(a)), transfers, assigns, sets over, contributes, quitclaims and otherwise conveys confirming the Reversion of the Development Parcel to the Obligors DDA due to the Developer’s Default (collectively“Reversion Notice”), unless the Developer’s Default is cured within ten (10) business days after the Reversion Default Notice. If the Developer’s default if not cured within ten (10) business days after the Reversion Default Notice, the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors DDA shall be as set forth entitled to record the Reversion Notice. Upon the occurrence of a Reversion Event which is not cured with ten (10) business days after the Reversion Default Notice: (i) fee simple title to the Development Parcel shall automatically revest in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets DDA without the need for any action by ABS shall be the DDA or the Developer and without representation, warranty or recourse except as expressly provided in Section 3.01. (b) The purchase price the need for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements any deed or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreement. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date document and (ii) deliver the DDA shall refund to the Obligors or at their direction Developer within sixty (60) days after the related List of Contracts on Reversion Default Notice the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition amount of the Conveyed Assets Purchase Price less the reasonable costs incurred by the DDA in securing and that such Conveyed Assets have been pledged readying (including demolition of site improvements if appropriate) the Development Parcel for sale. The recording of the Reversion Notice by the DDA shall provide record notice of the reversion of the Property to the Trustee DDA. The covenant deed shall be in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchaseform attached hereto as Exhibit 5.

Conveyance. (a) ABS hereby, on each Purchase On the Closing Date, as evidenced by the execution and delivery by ABS and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys Seller shall convey title to the Obligors Property by special or limited warranty deed (“Deed”), free and clear of all liens and encumbrances, except the following (collectively, the "Conveyance"“Permitted Exceptions”): (i) all real estate taxes and assessments, both general and special, not yet due and payable; (ii) declarations, conditions, covenants, restrictions, easements, rights of ABS' rightway and other matters of record, title and interest inincluding without limitation, to and under those items shown on the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each subdivision plat of the respective Obligors Property, if any, which are not objected to or are waived by Buyer pursuant to Section 3.2 herein; (iii) zoning and building ordinances; (iv) those matters which would be disclosed by an accurate survey of the Property which are not objected to or are waived by Buyer pursuant to Section 3.2 herein; (v) matters of record as of the Effective Date which are not objected to or are waived by Buyer pursuant to Section 3.2 herein; and (vi) the rights of tenants in possession as tenants only. If requested by Buyer, Seller shall be as set forth also deliver at Closing a quit claim deed (“Quit Claim Deed”) transferring the Property to Buyer pursuant to the legal description in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01. (b) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase DateSurvey; provided, however, that except as required by the Master Agreement, in no financing statements will be recorded event shall Seller provide any representation or filed warranty to Buyer with respect to the sale or transfer accuracy of the Equipment owned by ABS unless (i) ABSany such legal description, as Servicer and in no event shall determine Seller have any liability to file UCC-3 statements or similar statements Buyer with respect to such Equipment legal description. Transfer of Seller’s interest as landlord under the leases of the Property set forth on Exhibit “C” attached hereto and made a part hereof (the “Leases”) shall be made by an Assignment and Assumption Agreement (“Assignment of Leases”), substantially in order the form of the Assignment of Leases and Guaranties attached hereto as Exhibit “D” and made a part hereof, to exercise remedies be executed by Seller and Buyer effective as of Closing. In addition, Seller shall assign to Buyer at Closing all license agreements and other temporary occupancy agreements then in effect with respect to Defaulted Contracts to which such Equipment relates or the Property (ii) such Equipment has collectively, the “Temporary Occupancy Agreements”), including the Temporary Occupancy Agreements set forth on Exhibit “C-2” attached hereto and made a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreementpart hereof. (d) In connection with each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchase

Conveyance. ▇▇▇▇▇▇▇▇ agrees to convey (aor shall cause the applicable Eligible Recipient to convey) ABS herebyto Provider, on each Purchase and Provider agrees (or shall cause an Affiliate to agree) to accept, as of the Commencement Date, as evidenced by the execution and delivery by ABS and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors (collectively, the "Conveyance") all of ABS' ▇▇▇▇▇▇▇▇'▇ (or the applicable Eligible Recipient's) right, title and interest inin and to the Acquired Assets. In consideration for such conveyance, Provider agrees to and under pay ▇▇▇▇▇▇▇▇ or the related Conveyed Assets, whether applicable Eligible Recipient on the Commencement Date the Acquired Assets Credit specified in existence at the Purchase Date or thereafter arisingthis Agreement. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01. (b) The purchase price for the Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS for the Conveyed Assets sold on a Purchase Date Acquired Asset Credit shall be paid by the Obligors to or at the direction of ABS as provided in the related Sale Agreement Supplement. (c) In connection with each such Conveyance, prior to each related Purchase Date, ABS agrees to record and filelocal currency of the country in which the asset is located or, at its own expense▇▇▇▇▇▇▇▇'▇ option, financing statements (in the United States dollars, using the exchange rates specified in SCHEDULE J. In addition, Provider shall be responsible for, and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assetsshall pay, meeting the requirements or provide evidence of applicable state law in such manner exemption from, all sales, use, goods and in such jurisdictions as are necessary or reasonably desirable to perfect services and to maintain the perfection of, other similar taxes arising out of the conveyance of the related Conveyed Assets from ABS Acquired Assets. ▇▇▇▇▇▇▇▇ represents and warrants to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, Provider that except as required by the Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer Provider (or its designated custodianAffiliates) on behalf shall take good title to the Acquired Assets as of the Trustee Commencement Date, free and clear of all liens. The conveyance of the Contract Files will Acquired Assets shall be marked as required effected by the Master Agreement. (d) In connection with delivery of each such Conveyance, ABS shall, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred Acquired Asset to the Obligors in accordance with Provider where possible or, where this Master Sale Agreementis not possible, by the delivery of a general assignment and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇▇ books of sale in substantially the form set forth in EXHIBIT 3. Except as otherwise expressly provided in this SECTION 6.8, ▇▇▇▇▇▇▇▇ OR THE APPLICABLE ELIGIBLE RECIPIENT CONVEYS THE ACQUIRED ASSETS TO PROVIDER ON AN "AS IS," "WHERE IS" AND "WITH ALL FAULTS" BASIS. ▇▇▇▇▇▇▇▇ HEREBY DISCLAIMS ALL Final Confidential and records to show the acquisition Proprietary Information of the Conveyed Assets IBM and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement ▇▇▇▇▇▇▇▇ WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY VENDOR TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Final Confidential and a specified Series Supplement Proprietary Information of IBM and (ii) to deliver to the Trustee the related List of Contracts on the related Purchase▇▇▇▇▇▇▇▇

Conveyance. 2.01 ` DSISD and CODS shall enter into a Real Estate Contract in the substantially same form as Exhibit “B”: and the DSISD shall deed, through a warranty deed, to CODS the DSISD Administration Property as generally shown in Exhibit “A”. 2.02 ``The priority of both the CODS and the DSISD is to transfer properties between the two parties if possible. If a transfer of property is not feasible, the parties will enter into a Real Estate Contract (Exhibit “B”) for the DSISD Administration property for an amount to be agreed upon pursuant to this Agreement. 2.03 ` The CODS and the DSISD agree to each pay fifty percent (50%) of the total cost of the appraisals of the DSISD Administration Property and CODS Property if the properties are exchanged. If the CODS purchases the DSISD Administration Property, the CODS and the DSISD agree to pay fifty percent (50%) of the total cost of the appraisals of the DSISD Administration as required by Section 2.07. Each party shall pay its own survey and title expenses as described in the Real Estate Contract attached as Exhibit “B”. 2.04 The CODS and the DSISD agree to make these exchanges of property and/or money on or before July 1, 2022. The final real estate contract shall be entered into by May 1, 2022 in same format as shown in Exhibit “B” and as described in Section 2.07. (a) ABS herebyIf the CODS and DSISD determine that a transfer is not feasible and a purchase is required, the CODS and the DSISD agree to determine the final price for the DSISD Administration Property by April 1, 2022 based on fair market value to be determined by either: (1) an appraisal by an appraiser agreed to by both parties; or (2) the average of three appraisals. If three appraisals are done to determine fair market value, one appraiser each Purchase Date, as evidenced shall be chosen by the execution and delivery by ABS Buyer and the Obligors Seller with the third appraiser chosen from a list of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors (collectively, the "Conveyance") all of ABS' right, title and interest in, to and under the related Conveyed Assets, whether appraisers who are Certified General Appraiser in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to each of the respective Obligors shall be as set forth in the related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01▇▇▇▇ County. (b) The purchase price appraisal will determine the fair market value by: determining the fair market value of the property without improvements but the cost of the demolition will be subtracted. determining the fair market value of the property with improvements and considering any demolition or remediation that must be completed for the Conveyed Assets conveyed pursuant property to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Obligors shall be determined by ABS and the Obligors at the time of the execution and delivery of such related Sale Agreement Supplement. The amount paid to ABS usable for the Conveyed Assets sold on a Purchase Date shall be paid by the Obligors to or at the direction purposes of ABS as provided in the related Sale Agreement Supplement.new civic buildings. [LM1] (c) In connection with each such ConveyanceBy May 1, prior to each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of2022, the conveyance CODS and the DSISD will enter into a final agreement for the property what the final price of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that except as required by the Master Agreement, no financing statements property will be recorded or filed with respect to the sale or transfer of the Equipment owned as determined by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such Equipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a fair market value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreementdescribed above. (d) In connection with each such ConveyanceBy July 1, ABS shall2022, at its own expense, (i) cause its books and records to be marked to show that the related Conveyed Assets have been transferred DSISD will deed the property to the Obligors CODS and the CODS will make payment as described in the final agreement for the property. (e) The form of the final agreement is attached as Exhibit “B”. 2.06 Title documentation, closing documents, and other matters shall be handled in accordance with this Master Sale AgreementExhibit “B”, and that the related Conveyed Assets have been pledged to the Trustee Real Estate Contract, except as agreed in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ books and records to show the acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchasewriting by both parties.