Common use of Other Provisions Clause in Contracts

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal law. (b) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawIssuer agrees and acknowledges that Dealer is a “financial institution” and “financial participant” within the meaning of Sections 101(22) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge that it is the intent of the parties that (A) this Confirmation is a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment,” within the meaning of Section 546 of the Bankruptcy Code, and (B) Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(o), 546(e), 555 and 561 of the Bankruptcy Code. (b) This Acknowledgment Agreement Dealer and Issuer hereby agree and acknowledge that Dealer has authorized Issuer to disclose the Transaction to any and all persons, and there are no express or implied agreements, arrangements or understandings to the contrary, and authorizes Issuer to use any information that Issuer receives or has received with respect to the Transaction in any manner. (c) In the event Issuer becomes the subject of proceedings (“Bankruptcy Proceedings”) under the Bankruptcy Code or any other applicable bankruptcy or insolvency statute, any rights or claims of Dealer hereunder in respect of the Transaction shall rank for all purposes no higher than, but on a parity with, the rights or claims of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent holders of ▇▇▇▇▇▇ ▇▇▇. , and Dealer hereby agrees that its rights and claims hereunder shall be subordinated to those of all parties with claims or rights against Issuer (cother than common stockholders) The parties agree to the extent necessary to assure such ranking. Without limiting the generality of the foregoing, after the commencement of Bankruptcy Proceedings, the claims of Dealer hereunder shall for all purposes have rights equivalent to the rights of a holder of a percentage of the Shares equal to the aggregate amount of such claims (the “Claim Amount”) taken as a percentage of the sum of (i) the Claim Amount and (ii) the aggregate fair market value of all outstanding Shares on the record date for distributions made to the holders of such Shares in the related Bankruptcy Proceedings. Notwithstanding any right it might otherwise have to assert a higher priority claim in any such Bankruptcy Proceedings, Dealer shall be entitled to receive a distribution solely to the extent and only in the form that a holder of such percentage of the rule Shares would be entitled to receive in such Bankruptcy Proceedings, and, from and after the commencement of contract construction that ambiguities are such Bankruptcy Proceedings, Dealer expressly waives (i) any other rights or distributions to which it might otherwise be construed against the drafter shall not apply entitled in such Bankruptcy Proceedings in respect of its rights and claims hereunder and (ii) any rights of setoff it might otherwise be entitled to this Acknowledgment Agreementassert in respect of such rights and claims. (d) Issuer and Secured Party agree and acknowledge that Notwithstanding any breach provision of this Acknowledgment Agreement by either of them could pose a serious risk Confirmation or any other agreement between the parties to the integrity and functioning contrary, neither the obligations of Issuer nor the MBS Programobligations of Dealer hereunder are secured by any collateral, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at lawsecurity interest, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive reliefpledge or lien. (e) This Acknowledgment Each party waives any and all rights it may have to set off obligations arising under the Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of Transaction against other obligations between the parties with regard to the subject matter hereofparties, whether arising under any other agreement, applicable law or otherwise. (f) This Acknowledgment Agreement Notwithstanding anything to the contrary herein, Dealer may, by prior notice to Issuer, satisfy its obligation to deliver any Shares or other securities on any date due (an “Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be amended only by agreement in writing of all partiesdelivered on such Original Delivery Date. (g) The recitals of this Acknowledgment Agreement are part It shall constitute an Additional Termination Event with respect to which the Transaction is the sole Affected Transaction and Issuer is the sole Affected Party and Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the agreement and are binding Agreement if, at any time on or prior to the Valuation Date, the price per Share on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereofExchange, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound determined by the termsCalculation Agent, provisions, and conditions of this Acknowledgment Agreement and is at or below the ▇▇▇▇▇▇ ▇▇▇ ContractThreshold Price (as specified in Schedule I).

Other Provisions. (a) This Acknowledgment Agreement shall a. The Publisher will not be construed under federal law. (b) This Acknowledgment Agreement bound by any conditions or provisions not stated in the 2017 Advertising Agreement, Terms and Conditions and the rights of Secured Party and Issuer hereunder 2017 Rate Card (collectively referred to as “the Agreement”). Publisher shall not be assigned or transferred by Issuer or Secured Partyliable for failure of an advertisement to appear, or assumed for failure to produce any issue as scheduled due to acts of God, labor strikes, work stoppage or for other reasons beyond the Publisher’s control. Acceptance of all advertising is subject to Publisher’s approval. Advertiser agrees to indemnify and protect the Publisher from any loss or expense resulting from claims or suits based upon contents of the subject matter of such advertisements. This includes but is not limited to suits for liable, plagiarism, copyright infringement and unauthorized use of a person’s name or photograph. b. When no copy is provided by a third partythe Advertiser by the Materials Deadline date, the Publisher will put forth its best effort to comply with Advertiser’s wishes, but can assume no responsibility for failure to do so. c. This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any) made by and between such parties. This Agreement may not be amended, supplemented, waived or changed verbally, but only in writing signed by all parties. d. Advertiser may not assign its rights or obligations hereunder without the prior written consent of Publisher, which consent shall be at Publisher’s sole discretion. e. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing (including fax or e-mail) and shall be (as elected by the person giving such notice) delivered by messenger, courier service, fax, e-mail, or via U.S. postal service, first class, postage-paid. f. Advertiser understands and acknowledges that this Agreement may not be canceled by Advertiser after the Space Deadline date of each issue and that Advertiser is obligated for the full amount thereof. Send ad materials to ▇▇▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement ▇▇▇▇▇ by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that email at ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇@▇▇ ▇▇-▇▇▇.▇▇▇ shall be entitled to obtain injunctive relief. or contact by phone at (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇)▇▇▇-▇▇▇▇ ▇▇▇ pursuant to for other arrangements. g. Advertiser understands and acknowledges that time is of the ▇▇▇▇▇▇ ▇▇▇ Contract, essence in the performance of this Agreement. Advertiser and Publisher agree to be bound by the terms, provisions, following terms and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractconditions. 1. Payment Terms:

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal law. (b) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ Mae might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ Mae pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Mae Contract.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawinterpreted and enforced in accordance with the laws of Virginia, without regard to its conflict of laws rules. (b) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Acknowledgment Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced as evidence of the existence of this Agreement. (jc) Secured Party This Agreement shall not be deemed an employment contract between ▇▇▇▇▇▇▇ Mac and Issuer agree Indemnitee, and Indemnitee specifically acknowledges that Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between Indemnitee and ▇▇▇▇▇▇▇ Mac. (d) Upon a payment to acknowledge and reaffirm Indemnitee under this Agreement, ▇▇▇▇▇▇▇ Mac shall be subrogated to the extent of such payment to all of the rights of Indemnitee to recover against any person for such liability, and Indemnitee shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for ▇▇▇▇▇▇▇ Mac to bring suit to enforce such rights. (e) No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. Any subsequent supplement, modification or amendment of this Agreement shall not diminish Indemnitee’s rights under this Agreement with respect to any act or omission occurring before such supplement, modification or amendment. (f) Nothing in this Agreement shall be construed to permit indemnification expressly prohibited by 12 U.S.C. 4636. (g) Notwithstanding any provision to the contrary in this Agreement, indemnification for actions instituted by FHFA will be governed by the standards set forth in FHFA’s Notice of Proposed Rulemaking, transmitted to the Federal Register on November 6, 2008, implementing 12 U.S.C. 4518. (h) Nothing in this Agreement is intended to, or shall be construed to, create in any way any liability or obligation on the part of the United States or any department or agency thereof under or in any provision of this Agreement, it being the intention of ▇▇▇▇▇▇ ▇▇▇ pursuant to Mac and Indemnitee that the obligations undertaken by ▇▇▇▇▇▇▇ Mac hereunder are the sole and exclusive responsibility of ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractMac. (i) In the event conservatorship is terminated, this Agreement shall remain in full force and effect.

Other Provisions. (a) This Acknowledgment Agreement Agreement, each Confirmation and each Transaction are subject to the 2000 ISDA Definitions (as published by the International Swaps & Derivatives Association, Inc.) as amended from time to time (the "ISDA DEFINITIONS"), and will be governed in all respects by any provisions set forth in the ISDA Definitions. The provisions of the ISDA Definitions are incorporated by reference in, and shall be construed under federal lawdeemed to be a part of, this Agreement and each Confirmation. (b) This Acknowledgment Agreement and In the rights event of Secured Party and Issuer hereunder any inconsistency between any two or more of the following documents, they shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without take precedence over each other in the prior written consent following descending order: (i) any Confirmation; (ii) the Schedule to the Master Agreement; (iii) the other provisions of ▇▇▇▇▇▇ ▇▇▇the Master Agreement; (iv) the ISDA Definitions. (c) The parties agree acknowledge that the rule of contract construction that ambiguities are telephone conversations between them may be recorded and each party consents to be construed against the drafter shall not apply to this Acknowledgment Agreementsuch recordings being used as evidence in court proceedings. (di) Issuer With respect to each Transaction entered into pursuant to this Agreement and Secured for the purposes of Section 9(e)(ii), Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose A will, on or promptly after the relevant Trade Date, send Party B (with a serious risk copy to the integrity Trust Manager) a confirmation confirming that Transaction and functioning both Party B and the Trust Manager must promptly then confirm the accuracy of or request the correction of such Confirmation. (ii) Party B enters into each Transaction in its capacity as trustee of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive reliefTrust. (e) This Acknowledgment Replace Section 1(c) with the following: "All Transactions are entered into in reliance on the fact that this Master Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of Transactions (as evidenced by their Confirmations) form a single contract (collectively referred to as this "AGREEMENT") and the parties with regard would not otherwise enter into any Transactions. The entering into of each Transaction takes effect as an amendment to this Agreement (but no such amendment is effective to defeat or prejudice the subject matter hereofoperation of Section 16)." (f) This Acknowledgment Agreement may In Section 2(a)(i) add the following sentence: "Each payment will be amended only by agreement in writing way of all partiesexchange for the corresponding payment or payments payable by the other party". (g) The recitals In Section 2(a)(ii) insert immediately after the words "freely transferable funds" the following words: ", free of any set-off, counterclaim, deduction or withholding (except as expressly provided in this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the textAgreement)." (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, New Sections 2(a)(iv) and this Acknowledgment Agreement shall be construed in all respects 2(a)(v) are inserted as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.follows:

Other Provisions. (a) This Acknowledgment Agreement shall a. Changes and supplements need to be construed under federal lawmade in writing. Side agreements have not been made. (bb. After award of work, the IEMs shall look into any issues relating to execution of contract, if specifically raised before them. c. The Bidder(s)/Seller(s) This Acknowledgment Agreement signing this IP shall not initiate any Legal action or approach any court of law during the examination of any allegations/complaint by IEM and until the IEM delivers the report. d. In the event of any dispute between the management and the rights Bidder(s)/Seller(s), relating to those contracts where Integrity Pact is applicable, the same will be settled through mediation before the panel of Secured Party IEMs within 4 weeks. In case the dispute remains unsolved even after mediation by the panel of IEMs, CMTI will take further action as per the terms and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without conditions of the prior written consent contract in respect of ▇▇▇▇▇▇ ▇▇▇dispute resolution/ arbitration. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter e. Nothing contained in this Integrity Pact shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change assure the meaning Bidder(s)/ Seller(s) of any success or otherwise in the texttendering process. (h) The invalidity f. If the Contractor is a partnership or unenforceability of any particular provision of a consortium, this Acknowledgment Agreement shall not affect Pact must be signed by all the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid partners or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in by one or more counterparts each partner holding power of which shall together constitute one attorney signed by all partners and consortium members. In case of a Company, the same Acknowledgment AgreementPact must be signed by a representative duly authorized by board resolution. (j) Secured Party and Issuer agree g. Should one or several provisions of this Pact turn out to acknowledge and reaffirm be invalid; the rights remainder of ▇▇▇▇▇▇ ▇▇▇ pursuant this Pact remains valid. In this case, the parties will strive to the ▇▇▇▇▇▇ ▇▇▇ Contractcome to an agreement to their original intensions. h. This Integrity pact is subject to Indian Laws, and agree to be bound by the termsexclusive Jurisdiction of Courts at Bangalore, provisions, India. i. The Parties hereby sign this Integrity Pact at on (Bidder(s)/contractor) and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.at on (Buyer/ Owner)

Other Provisions. (a) 1. References in this Settlement Agreement to “Sections,” “Paragraphs” and “Exhibits” refer to the Sections, Paragraphs, and Exhibits of this Settlement Agreement unless otherwise specified. 2. The Court will retain exclusive jurisdiction to resolve any disputes relating to or arising out of or in connection with the enforcement, interpretation or implementation of this Settlement Agreement. 3. This Acknowledgment Settlement Agreement constitutes the entire agreement between the parties regarding the matters set forth herein, and no representations, warranties or inducements have been made to any party concerning this Settlement Agreement, other than representations, warranties and covenants contained and memorialized in this Settlement Agreement. This Settlement Agreement supersedes any prior understandings, agreements or representations by or between the parties, written or oral, regarding the matters set forth in this Settlement Agreement. 4. The captions used in this Settlement Agreement are for convenience of reference only and do not constitute a part of this Settlement Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Settlement Agreement, and all provisions of this Settlement Agreement will be enforced and construed as if no captions had been used in this Settlement Agreement. 5. This Settlement Agreement may be executed in two or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the parties to this Settlement Agreement shall be construed under federal lawexchange among themselves original signed counterparts. (b) This Acknowledgment 6. No party to this Settlement Agreement and the may assign any of its rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇the other parties, and any purported assignment in violation of this sentence shall be void. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. (c) The parties agree that 7. Each of City, Class Representatives, Class Members and Class Counsel shall do any and all acts and things, and shall execute and deliver any and all documents, as may be necessary or appropriate to affect the rule purposes of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Settlement Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) 8. This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Settlement Agreement shall be construed in all respects accordance with applicable federal laws of the United States of America. 9. Any provision of this Settlement Agreement which is prohibited or unenforceable in any jurisdiction shall, as if to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction, and any such provision, to the extent invalid or unenforceable unenforceable, shall be replaced by a valid and enforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and preserving the same Acknowledgment economic effect for the parties under this Settlement Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm 10. In the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree event that any payment referenced in this Settlement Agreement is due to be bound made on a weekend or a holiday, the payment shall be made on the first business day following such weekend or holiday. 11. This Settlement Agreement is, in its entirety, subject to approval by the terms, provisions, Court and City Council and other terms and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractset forth herein.

Other Provisions. (a) This Acknowledgment 11.1 Subject to any applicable statutory or regulatory rules, none of the Parties herein shall, directly or indirectly, make any other public announcement in relation to this Agreement shall be construed under federal law. (b) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, any matter ancillary hereto without the prior written consent of ▇▇▇▇the other Parties (which consent shall not be unreasonably withheld or delayed). 11.2 Each of the Parties undertakes to the other to execute or procure to be executed all such documents and to do or procure to be done all such other acts and things as may be reasonable and necessary to give all Parties the full benefit of this Agreement. 11.3 The rights and obligations under this Agreement shall not be assignable by any Party unless agreed by all the Parties in writing. Subject as aforesaid, this Agreement shall be binding on and endure for the benefit of the successors of each of the Parties and/or their assignees. 11.4 The exercise of or failure to exercise any right or remedy in respect of any breach of this Agreement shall not, save as provided herein, constitute a waiver by such Party of any other right or remedy it may have in respect of that breach. 11.5 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter (no Party having relied on any representation or warranty made by any other Party which is not contained in this Agreement) and no variation of this Agreement shall be effective unless made in writing and signed by all of the Parties. 11.6 If at any time any provision of this Agreement is or becomes illegal, void or unenforceable in any respect, the remaining provisions hereof shall in no way be affected or impaired thereby. 11.7 Time shall be of the essence in this Agreement. 11.8 This Agreement may be signed in any number of counterparts, all of which taken together and when delivered to the Parties by facsimile or by electronic mail in "portable document format (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute one and the same instrument. Any Party may enter into this Agreement by manually signing any such counterpart transmitted electronically or by facsimile or other electronic signature (such as EchoSign) by any of the Parties to any other Party and the receiving Party may rely on the receipt of such document so executed and delivered by facsimile or other electronic means as if the original had been received. Such signatures executed by way of facsimile or other electronic means (such as EchoSign) shall be recognised and construed as secure electronic signatures pursuant to the Electronic Transactions A▇▇ ▇▇▇▇ and that the Parties accordingly shall deem such signatures to be original signatures for all purposes. (c) The parties agree that 11.9 In the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability event of any particular provision of conflict or inconsistency between this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractMemorandum and the Articles of Association of the Borrower, the provisions of this Agreement shall prevail.

Other Provisions. 20.1 This Agreement, together with the Principles and the Governance Rules, and any other documents which by their terms are expressed to be supplemental to it, even if not made between all parties to this Agreement, constitutes the entire agreement between the parties regarding the subject matter of this Agreement and supersedes all earlier agreements of any kind regarding the same, all of which (except in the case of fraud) are hereby terminated and shall cease to have effect in all respects, and the parties confirm that there are no collateral or supplemental agreements relating to this Agreement other than those (if any) executed contemporaneously with this Agreement. 20.2 Each party acknowledges that it does not rely on, and it has not been induced to enter into this Agreement by, any warranty, representation, statement, agreement or undertaking of any nature whatsoever, other than as are expressly set out in this Agreement. Each party irrevocably and unconditionally waives any right it may have to damages or rescission or any other remedy in respect of any misrepresentation, warranty or undertaking, including by way of a claim or defence based on estoppel by convention, representation or otherwise, not contained in this Agreement or any collateral or supplemental agreement unless such misrepresentation, warranty or undertaking was made fraudulently. 20.3 Subject always to Clause 20.4, in its sole and absolute discretion, any party may waive (in whole or in part) any provision of, or any of its rights under, this Agreement, and may do so unconditionally or subject to any terms which it thinks fit. Unless specifically provided otherwise, the rights and remedies of any person under or pursuant to this Agreement are cumulative, may be exercised as often as such person considers appropriate and are in addition to its rights and remedies under the general law. 20.4 Any variation or waiver of this Agreement shall be void for all purposes unless: (a) This Acknowledgment Agreement shall be construed under federal law. (b) This Acknowledgment Agreement and subject as provided below in this Clause 20.4, in the rights case of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are variation it is agreed to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound otherwise approved by the terms, provisions, and conditions relevant number of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.Signatories as set out in Clause 5.2(b) and

Other Provisions. (a) a. This Acknowledgment Agreement is for the benefit of the Parties only. b. The agreement by a Party to the terms of this Agreement shall not be construed as an agreement as to any matter of fact or law for any other purpose. c. All prior discussions and agreements with respect to the subject matter hereof are deemed merged in this Agreement, which alone constitutes the entire agreement between the Parties as to its subject matter. d. This Agreement may be executed in counterparts, and delivered in PDF format by electronic mail, with each counterpart constituting an original version of the Agreement. e. This Agreement embodies the entire agreement between the Parties, supersedes all prior agreements and understandings, if any, relating to the subject matter hereof, and may be amended only by an instrument in writing executed jointly by the Parties. f. The Parties recognize that legal damages are not an adequate remedy for any nonperformance under this Agreement and expressly covenant and agree that the rights guaranteed hereunder are enforceable in equity, whether by specific performance or other means. The Parties further hereby covenant and agree that each will not assert as an objection to enforcement of this Agreement that specific performance or other equitable enforcement is not available. g. If, from time to time, either Party does not enforce an obligation under this agreement in any one instance, such nonenforcement shall not be construed to waive a right to future enforcement or to excuse any Party from an obligation under this Agreement. h. All Parties agree to the State of Rhode Island’s disclosure of this Agreement and the terms and conditions of this Agreement, to the public. i. This Agreement shall be enforced, governed by and construed under federal lawin accordance with the laws of the State of Rhode Island, without regard to choice of law principles. (b) This Acknowledgment j. In the event that any provision of this Agreement conflicts with any applicable law, such conflict shall not affect the other provisions hereof that can be given effect without the conflicting provision, and to this end, the provisions hereof are declared to be severable. k. Each of the Parties warrants that it is duly authorized and empowered to enter into this Agreement, and the rights person executing this Agreement on behalf of Secured each Party warrants that he or she is duly authorized and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Partyempowered to do so. [SIGNATURES FOLLOW ON THE NEXT PAGE] Date: May 20, or assumed by a third party2022 PPL CORPORATION By: Date: May 20, without the prior written consent of 2022 PPL RHODE ISLAND HOLDINGS, LLC By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ATTORNEY GENERAL OF THE STATE OF RHODE ISLAND Date: May , 2022 By: Date: May , 2022 PPL CORPORATION By: Date: May , 2022 PPL RHODE ISLAND HOLDINGS, LLC By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ATTORNEY GENERAL OF THE STATE OF RHODE ISLAND Date: May 20, 2022 By: ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be entitled to obtain injunctive relief.ATTORNEY GENERAL OF THE STATE OF RHODE ISLAND Plaintiff (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereofv. RHODE ISLAND DIVISION OF PUBLIC UTILITIES AND CARRIERS, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the termsADMINISTRATOR IN HER OFFICIAL CAPACITY ONLY; NATIONAL GRID USA; NARRAGANSETT ELECTRIC; PPL CORPORATION; AND PPL RHODE ISLAND HOLDINGS, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.LLC Defendants C.A. No. PC-2022-01095

Other Provisions. (a) This Acknowledgment The Company expressly confirms and agrees that it has entered into this Agreement shall be construed under federal lawand assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of one or more Enterprises, and the Company acknowledges that Indemnitee is relying upon this Agreement in agreeing to serve and continuing to serve as a director or officer of one or more Enterprises. (b) This Acknowledgment The parties hereto intend that this Agreement and the rights shall provide for indemnification in excess of Secured Party and Issuer hereunder shall not be assigned or transferred that expressly permitted by Issuer or Secured Partystatute, or assumed by a third partyincluding, without limitation, any indemnification provided by the prior written consent Company’s Constituent Documents, vote of ▇▇▇▇▇▇ ▇▇▇its stockholders or disinterested directors or applicable law. (c) The This Agreement constitutes the entire agreement between the parties agree hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the rule of contract construction that ambiguities are to be construed against the drafter Company’s Constituent Documents and applicable law, and shall not apply be deemed a substitute therefor, nor to this Acknowledgment Agreementdiminish or abrogate any rights of Indemnitee thereunder. (d) Issuer The indemnification and Secured Party agree and acknowledge that any breach advancement of Expenses provided by or granted pursuant to this Agreement shall apply to Indemnitee’s service as a (i) director or officer of the Company prior to the date of this Acknowledgment Agreement by either and (ii) director, officer, trustee, partner, managing member, fiduciary, employee or agent of them could pose a serious risk any other Enterprise which Indemnitee served at the request of the Company prior to the integrity and functioning date of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive reliefthis Agreement. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute Indemnitee agrees promptly to notify the entire agreement of the parties Company in writing upon being served with regard any summons, citation, subpoena, complaint, indictment, information or other document relating to the subject any Proceeding or matter hereof. (f) This Acknowledgment Agreement which may be amended only by agreement in writing subject to indemnification or advancement of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties heretoExpenses covered hereunder. The section and paragraph headings are merely for convenience and failure of Indemnitee to so notify the Company shall not be deemed to change relieve the meaning of the text. (h) The invalidity or unenforceability Company of any particular provision of obligation which it may have to Indemnitee under this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedotherwise. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment A. If any term or provision of this Agreement shall be construed under federal law. (b) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are is held to be construed against the drafter shall invalid, illegal or unenforceable under applicable law in any jurisdiction, such invalidity, illegality or unenforceability will not apply to affect any other term or provision of this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any breach of term or other provision is invalid, illegal or unenforceable, the parties hereto will negotiate in good faith to modify this Acknowledgment Agreement by either of them could pose a serious risk so as to effect the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement original intent of the parties with regard as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement greatest extent possible. In addition, in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of event that any particular provision of this Acknowledgment Agreement shall not affect (or any portion thereof) is determined by a court of competent jurisdiction to be unenforceable as drafted by virtue of the other provisions hereofscope, and this Acknowledgment Agreement extent or character of any obligation contained herein, the parties acknowledge that it is their intention that such provision (or portion thereof) shall be construed in all respects as if a manner designed to effectuate the purposes of such invalid or unenforceable provision were omittedto the maximum extent enforceable under applicable law. (i) B. This Acknowledgment Agreement sets forth the entire understanding between the parties. There are no terms, conditions, representations, warranties or covenants other than those contained herein. C. This Agreement may only be amended in a writing executed by both Parties. D. No persons or entities are third party beneficiaries of this Agreement. E. This Agreement may be executed in one or more counterparts counterparts, each of which shall will be deemed an original, but all of which together constitute will be deemed to be one and the same Acknowledgment agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. 12.4.1 The Seller and the Purchaser agree that nothing in this Clause 12 shall restrict the Seller or any member of the Seller’s Group from the provision of Cash Business services in a Cash Territory that are required for the Seller or a member of the Seller’s Group to provide Cash Technology Solutions (a) This Acknowledgment Agreement shall to the extent the Seller is permitted to provide such Cash Technology Solutions in the relevant Cash Territory), provided that such Cash Business services shall, for the duration of the relevant non-compete period as set out in Clause 12.1.1 above, be construed under federal law.subcontracted to, or performed by, a person or entity other than the Seller or a member of the Seller’s Group. In such circumstances: (bi) This Acknowledgment Agreement the Seller shall first invite, in writing, the Purchaser and the rights members of Secured Party the Purchaser’s Group to submit a bid for the provision of such Cash Business services; (ii) the Purchaser (on behalf of itself or the relevant member of the Purchaser’s Group) shall either decline to bid in writing or submit a bid in writing for the provision of the relevant Cash Business services as soon as reasonably practicable and Issuer hereunder shall not be assigned or transferred in any event within 14 days from the invitation from the Seller pursuant to Clause 12.4.1(i); (iii) where a competing offer is received by Issuer or Secured Party, or assumed by the Seller from a third party, without the prior written consent Seller shall notify the Purchaser in writing and the Purchaser shall have the right to match or improve on the terms of ▇▇▇▇▇▇ ▇▇▇.such competing offer, with the terms of such counter-offer being submitted to the Seller within 5 Business Days of notification from the Seller; (civ) The parties agree that if no response is received from the rule Purchaser within the timeframes set out above, or if the Purchaser chooses not to bid or match or improve on the terms of a competing bid, the Seller and the relevant member of the Seller’s Group will be free to sub-contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement.with a third party; and (dv) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to if the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding Purchaser matches or improves on the parties hereto. The section and paragraph headings are merely for convenience and terms of a competing bid within the requisite timeframes set out above, the Seller shall not be deemed free to change sub-contract with a third party and shall sub-contract with the meaning Purchaser. 12.4.2 The Purchaser acknowledges and agrees that the Seller (or the relevant member of the textSeller’s Group) shall be permitted to use an existing, or set up a new, legal entity, branch office or establishment in a Cash Territory to the extent required for the purposes of providing Cash Technology Solutions permitted pursuant to this Clause 12. 12.4.3 If the Seller or the relevant member of the Seller’s Group ceases to own (h) The invalidity whether by direct or unenforceability indirect sale or transfer or demerger or otherwise), or retain a right, title or interest in, Seller Cash Technology, or the relevant member of any particular provision the Seller’s Group that owns, or retains a right, title or interest in, Seller Cash Technology ceases to be a member of the Seller’s Group, the provisions of this Acknowledgment Agreement Clause 12 (including the restrictions in Clause 12.1.1) shall not affect cease to apply in respect of the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedSeller Cash Technology on the date that is 12 months from the relevant Closing Date. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawinterpreted and enforced in accordance with the laws of Delaware. (b) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Acknowledgment Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced as evidence of the existence of this Agreement. (jc) Secured Party This Agreement shall not be deemed an employment contract between the Company and Issuer agree Indemnitee, and the Company shall not be obligated to acknowledge continue Indemnitee in Indemnitee’s Official Capacity by reason of this Agreement. (d) No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. (e) The Company agrees to stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant is precluded from making any assertions to the ▇▇▇▇▇▇ ▇▇▇ Contractcontrary. (f) Indemnitee’s rights under this Agreement shall extend to Indemnitee’s spouse, members of Indemnitee’s immediate family, and agree to be bound by the termsIndemnitee’s representative(s), provisionsguardian(s), conservator(s), estate, executor(s), administrator(s), and conditions trustee(s), (all of this Acknowledgment Agreement and whom are referred to as “Related Parties”), as the ▇▇▇▇▇▇ ▇▇▇ Contractcase may be, to the extent a Related Party or a Related Party’s property is subject to a Proceeding by reason of Indemnitee’s Official Capacity.

Other Provisions. (a) This Acknowledgment Agreement contains the entire agreement between the parties relating to the Materials and all prior understandings between the parties and relating to the Materials are superseded by this Agreement. Any waiver or amendment shall be construed under federal lawin writing signed by both Parties. (b) Provisions in this Agreement that are expressed or by their nature and/or the context in which they appear are intended to survive the termination of this Agreement, including without limitation, Clause 10 (Inspection and Returns), Clause 11 (Warranty), Clause 14 (Intellectual Property and Indemnification), Clause 15 (Term and Termination) and Clause 16 (Confidentiality), shall continue to be effective. (c) All notices to be given under this Agreement shall be in writing and shall be effective when personally delivered or when deposited in registered mail postage prepaid, addressed to the receiving Party at the address for that Party first above referenced and directed to the attention of the president. (d) This Acknowledgment Agreement shall be binding upon and inure to the rights benefit of Secured the Parties, their successors and assigns. Neither Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, assign this Agreement without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive reliefother Party. (e) This Acknowledgment Should any provision of this Agreement be or become invalid or unenforceable under applicable law, such provision shall be excluded from this Agreement and all Exhibits attached hereto when delivered constitute the entire agreement remainder of the parties Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with regard to the subject matter hereofits terms. (f) This Acknowledgment Agreement may shall be amended only governed by, interpreted and construed and performance hereunder shall be determined in accordance with the laws of the State of California, without regard to its conflicts of law principles. Vendor hereby expressly consents to the nonexclusive personal jurisdiction and venue of the state and federal courts located in the Northern District of California for any lawsuit filed there against by agreement in writing of all partiesOplink arising from or relating to this Agreement. (g) The recitals relationship of this Acknowledgment Agreement are part Oplink and Vendor is that of the agreement purchaser and are binding on the parties heretosupplier, respectively. The section Vendor is an independent contractor and paragraph headings are merely for convenience and under no circumstances shall not its agents or employees be deemed to change the meaning be agents or representative of the textOplink. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Indemnity is a Loan Document executed pursuant to the New Credit Agreement and shall be construed under federal lawconstrued, administered and applied in accordance with the terms and provisions thereof (including [Article XI] thereof). (b) This Acknowledgment Agreement All notices pursuant to this Indemnity shall be delivered at the times, in the manner and to the rights addressees as set forth in Section 11.2 of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without each of the prior written consent of ▇▇▇▇▇▇ ▇▇▇Credit Agreements. (c) The parties agree that No amendment to or waiver of any provision of this Indemnity nor consent to any departure by Indemnitor herefrom shall be effective unless the rule of contract construction that ambiguities are to same shall be construed against in writing and signed by the drafter shall not apply to this Acknowledgment AgreementAgent and Indemnitor. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ This Indemnity shall be entitled to obtain injunctive reliefbinding on and for the benefit of, the parties hereto, together with their respective successors and assigns. (e) This Acknowledgment The obligations of Indemnitor hereunder shall survive any termination of this Indemnity and the termination of all the Commitments. The representations and warranties made by Indemnitor in this Agreement shall survive the execution and all Exhibits attached hereto when delivered constitute the entire agreement delivery of the parties with regard to the subject matter hereofthis Indemnity. (f) This Acknowledgment Agreement may Any provision of this Indemnity which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be amended only by agreement ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Indemnity or affecting the validity or enforceability of such provision in writing of all partiesany other jurisdiction. (g) The recitals various headings of this Acknowledgment Agreement Indemnity are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely inserted for convenience only and shall not be deemed to change affect the meaning or interpretation of the textthis Indemnity or any provisions hereof. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement Indemnity may be executed by the parties hereto in one or more counterparts several counterparts, each of which shall be deemed to be an original and all of which shall constitute together constitute but one and the same Acknowledgment Agreement. (j) Secured Party agreement. This Indemnity shall become effective when counterparts hereof executed on behalf of Indemnitor and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound Agent shall have been received by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractAgent.

Other Provisions. (a) A. References in this Settlement Agreement to “Sections,” “Paragraphs” and “Exhibits” refer to the Sections, Paragraphs, and Exhibits of this Settlement Agreement unless otherwise specified. B. The Bankruptcy Court or, in the event that the bankruptcy proceeding has been closed or dismissed, the Court shall, subject to Section 23 of this Settlement Agreement, retain exclusive jurisdiction to resolve any disputes relating to or arising out of or in connection with the enforcement, interpretation or implementation of this Settlement Agreement. Each of the parties hereto expressly and irrevocably submits to the jurisdiction of the Bankruptcy Court and expressly waives any argument it may have with respect to venue or forum non conveniens. C. This Acknowledgment Settlement Agreement constitutes the entire agreement between the parties regarding the matters set forth herein, and no representations, warranties or inducements have been made to any party concerning this Settlement Agreement, other than representations, warranties and covenants contained and memorialized in this Settlement Agreement. This Settlement Agreement supersedes any prior understandings, agreements or representations by or between the parties, written or oral, regarding the matters set forth in this Settlement Agreement. D. The captions used in this Settlement Agreement are for convenience of reference only and do not constitute a part of this Settlement Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Settlement Agreement, and all provisions of this Settlement Agreement will be enforced and construed as if no captions had been used in this Settlement Agreement. E. This Settlement Agreement may be executed in two or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the parties to this Settlement Agreement shall be construed under federal lawexchange among themselves original signed counterparts. (b) This Acknowledgment F. No party to this Settlement Agreement and the may assign any of its rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of the other parties, and any purported assignment in violation of this sentence shall be void. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. G. Each of Newco, the UAW, the Committee, the Class Members and the Covered Group shall do any and all acts and things, and shall execute and deliver any and all documents, as may be necessary or appropriate to effect the purposes of this Settlement Agreement. H. This Settlement Agreement shall be construed in accordance with applicable federal laws of the United States of America. I. Any provision of this Settlement Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent any provision of this Settlement Agreement is invalid or unenforceable as provided for in this Section 29.I, it shall be replaced by a valid and enforceable provision agreed to by Newco and the UAW acting on its own behalf and as the authorized representative of the Class and the Covered Group (which agreement shall not be unreasonably withheld) that preserves the same economic effect for the parties under this Settlement Agreement; provided however, that to the extent that such prohibited or unenforceable provision cannot be replaced as contemplated and the consequences of such prohibited or unenforceable provision causes this Settlement Agreement to fail of its essential purpose then this Settlement Agreement may be voided at the sole discretion of the party seeking the benefit of the prohibited or unenforceable provision. J. In the event that any payment referenced in this Settlement Agreement is due to be made on a weekend or a holiday, the payment shall be made on the first business day following such weekend or holiday. K. In the event that any legal or regulatory approvals are required to effectuate the provisions of this Settlement Agreement, Newco, the UAW, the Class, and the Committee shall fully cooperate in securing any such legal or regulatory approvals. L. Any notice, request, information or other document to be given under this Settlement Agreement to any of the parties by any other party shall be in writing and delivered personally, or sent by Federal Express or other carrier which guarantees next-day delivery, transmitted by facsimile, transmitted by email if in an Adobe Acrobat PDF file, or sent by registered or certified mail, postage prepaid, at the following addresses. All such notices and communication shall be effective when delivered by hand, or, in the case of registered or certified mail, Federal Express or other carrier, upon receipt, or, in the case of facsimile or email transmission, when transmitted (provided, however, that any notice or communication transmitted by facsimile or email shall be immediately confirmed by a telephone call to the recipient): If to Newco, addressed to: ▇▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer ▇▇▇▇ Vice President and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that Secretary New CarCo Acquisition LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ shall be entitled to obtain injunctive relief. ▇▇▇▇▇ Tel: (e▇▇▇) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement ▇▇▇-▇▇▇▇ in each case with copies to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Office of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of General Counsel New CarCo Acquisition LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Contract▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ If to UAW, addressed to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ General Counsel International Union, United Automobile, Aerospace and Agricultural Implement Workers of America ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Each party may substitute a designated recipient upon written notice to the other parties

Other Provisions. (a) This Acknowledgment Agreement 1. RAND has obtained a Certificate of Confidentiality for data gathered in L.A. FANS and has provided a copy to Receiving Institution. In the event that one of the Receiving Parties is served with a subpoena or other legal process that seeks disclosure of the Restricted Data, they shall be construed under federal law. (b) This Acknowledgment Agreement and promptly give written notice to RAND to enable RAND to seek a protective order. To the rights extent Rand has a valid Certificate of Secured Party and Issuer hereunder shall Confidentiality, the Receiving Parties will fully cooperate with any attempt by RAND to seek such a protective order, including but not be assigned limited to withholding from production any data before RAND has had an opportunity to obtain such an order to seek review of the denial of such an order or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent issuance of ▇▇an order that ▇▇▇▇ ▇▇▇▇▇ insufficiently protective. (c) 2. This Agreement shall be governed by the laws of the State of California. Any claim or controversy arising out of or related to this Agreement or any breach hereof shall be filed only in a court of competent jurisdiction, federal or state, in the State of California and in no other jurisdiction, and each party consents to the jurisdiction and venue of such court and to service of process from such court. 3. The parties agree that parties’ rights and obligations will bind and inure to the rule benefit of contract construction that ambiguities are their respective successors, and permitted assigns. Receiving Parties shall not assign or delegate their obligations under this Agreement either in whole or in part without the prior written consent of RAND. 4. If any provision of this Agreement is found by a final valid court order to be construed against unenforceable, that provision shall be severed and the drafter shall not apply to remainder of this Acknowledgment AgreementAgreement will continue in full force and effect. (d) Issuer 5. This Agreement contains the final, complete and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire exclusive agreement of the parties with regard relative to the subject matter hereofhereof and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. (f) 6. This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed changed, modified, amended or supplemented except by a written instrument signed by both parties. In addition to change all other remedies to which a party may be entitled by law, this agreement may be enforced by an order for specific performance or for injunctive or other equitable relief without the meaning of the text. (h) The invalidity or unenforceability necessity of any particular provision of this Acknowledgment Agreement shall showing that a monetary remedy is not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedadequate. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Agreement shall a. Changes and supplements need to be construed under federal lawmade in writing. Side agreements have not been made. (bb. After award of work, the IEMs shall look into any issues relating to execution of contract, if specifically raised before them. c. The Bidder(s)/Seller(s) This Acknowledgment Agreement signing this IP shall not initiate any Legal action or approach any court of law during the examination of any allegations/complaint by IEM and until the IEM delivers the report. d. In the event of any dispute between the management and the rights Bidder(s)/Seller(s), relating to those contracts where Integrity Pact is applicable, the same will be settled through mediation before the panel of Secured Party IEMs within 4 weeks. In case the dispute remains unsolved even after mediation by the panel of IEMs, CMTI will take further action as per the terms and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without conditions of the prior written consent contract in respect of ▇▇▇▇▇▇ ▇▇▇dispute resolution/ arbitration. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter e. Nothing contained in this Integrity Pact shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change assure the meaning Bidder(s)/ Seller(s) of any success or otherwise in the texttendering process. (h) The invalidity f. If the Contractor is a partnership or unenforceability of any particular provision of a consortium, this Acknowledgment Agreement shall not affect Pact must be signed by all the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid partners or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in by one or more counterparts each partner holding power of which shall together constitute one attorney signed by all partners and consortium members. In case of a Company, the same Acknowledgment AgreementPact must be signed by a representative duly authorized by board resolution. (j) Secured Party and Issuer agree g. Should one or several provisions of this Pact turn out to acknowledge and reaffirm be invalid; the rights remainder of ▇▇▇▇▇▇ ▇▇▇ pursuant this Pact remains valid. In this case, the parties will strive to the ▇▇▇▇▇▇ ▇▇▇ Contractcome to an agreement to their original intensions. h. This Integrity pact is subject to Indian Laws, and agree to be bound by the termsexclusive Jurisdiction of Courts at Bangalore, provisions, India. i. The Parties hereby sign this Integrity Pact at (Bidder(s)/contractor) and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.at on (Buyer/ Owner) on

Other Provisions. (a) This Acknowledgment Agreement shall be construed By signing this Agreement, Employee states that Employee: A. has read and fully understands the Agreement’s terms and conditions; B. has been advised to consult with an attorney of Employee’s own choice prior to executing this Agreement, and Employee has in fact consulted with the under-signed attorney regarding and prior to executing this Agreement— EMPLOYEE: SEEK CONSULTATION WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT; C. has waived any legal claim, including claims under federal law.the Age Discrimination in Employment Act, and any right to personally bring a lawsuit against the Employer based on any actions taken by the Employer up to the date of the signing of this Agreement; (b) This Acknowledgment D. understands Employee would not have otherwise been entitled to the Consideration described in this Agreement and that Employer is providing such consideration in return for Employee’s agreement to be bound by the rights terms of Secured Party this Agreement; E. understands he has had at least forty-five (45) days during which to consider this Agreement prior to signing it and Issuer hereunder shall not that to be assigned or transferred effective he must sign it prior to June 30, 2009; F. understands he has an additional seven (7) days after both parties sign this Agreement to revoke Employee’s decision to sign this Agreement by Issuer or Secured Partydelivering written notice of his intention to revoke to the General Counsel of Employer, or assumed by a third party, without the prior written consent of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇, ▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant ; G. is not waiving or releasing any rights or claims that may arise after the date Employee signs this Agreement; H. has received adequate consideration for the waivers and other provisions contained in this Agreement in the form of money and other benefits in addition to that which Employee would otherwise be entitled to receive; I. agrees this Agreement is signed voluntarily, knowingly and without coercion; Initial: Employer: /s/ GW Employee: /s/ WD 4-30-09 J. agrees this Agreement was individually negotiated between Employer and Employee; and, K. agrees the ▇▇▇▇▇▇ ▇▇▇ Contractconsideration is being paid for the release of all claims against all persons and entities released, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractnot only Employer.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawinterpreted and enforced in accordance with the laws of Delaware. (b) This Acknowledgment Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the rights same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced as evidence of Secured Party and Issuer hereunder the existence of this Agreement. (c) This agreement shall not be assigned deemed an employment contract between ▇▇▇▇▇▇ Mae and any Indemnitee who is an officer of ▇▇▇▇▇▇ ▇▇▇, and, if Indemnitee is an officer of ▇▇▇▇▇▇ Mae, Indemnitee specifically acknowledges that Indemnitee may be discharged at any time for any reason, with or transferred by Issuer without cause, and with or Secured Partywithout severance compensation, or assumed by except as may be otherwise provided in a third party, without the prior separate written consent of contract between Indemnitee and ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of Upon a payment to Indemnitee under this Acknowledgment Agreement by either of them could pose a serious risk Agreement, ▇▇▇▇▇▇ Mae shall be subrogated to the integrity and functioning extent of such payment to all of the MBS Programrights of Indemnitee to recover against any person for such liability, that and Indemnitee shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for ▇▇▇▇▇▇ ▇▇▇ might to bring suit to enforce such rights. (e) No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not have an adequate remedy at lawsimilar) nor shall such waiver constitute a continuing waiver. (f) Nothing in this Agreement shall be construed to permit indemnification expressly prohibited by 12 U.S.C. 4636. (g) Notwithstanding any provision to the contrary in this Agreement, indemnification for actions instituted by the Agency will be governed by the standards set forth in the Agency’s Notice of Proposed Rulemaking, transmitted to the Federal Register on November 6, 2008, implementing 12 USC 4518. (h) Nothing in this Agreement is intended to, or shall be construed to, create in any way any liability or obligation on the part of the United States or any department or agency thereof under or in any provision of this Agreement, it being the intention of ▇▇▇▇▇▇ Mae and that, therefore, upon any such breach, Indemnitee that the obligations undertaken by ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement hereunder are the sole and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights exclusive responsibility of ▇▇▇▇▇▇ ▇▇▇ pursuant to Mae. (i) In the ▇▇▇▇▇▇ ▇▇▇ Contractevent conservatorship is terminated, this Agreement shall remain in full force and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contracteffect.

Other Provisions. 43.1 Each Participant agrees, upon request by another Participant, to make, execute and deliver any and all documents reasonably required to implement the terms of this Agreement. 43.2 No Participant shall be considered to be in default in the performance of any of the obligations hereunder (aother than obligations of a Participant to pay costs and expenses) if failure of performance shall be due to uncontrollable forces. The term “uncontrollable forces” shall mean any cause beyond the control of the Participant affected, including but not limited to failure of facilities, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance, labor dispute, sabotage, restraint by court order or public authority, or failure to obtain approval from a necessary governmental authority which by exercise of due diligence and foresight such Participant could not reasonably have been expected to avoid and which by exercise of due diligence it shall be unable to overcome. Nothing contained herein shall be construed so as to require a Participant to settle any strike or labor dispute in which it may be involved. Any Participant rendered unable to fulfill any obligation by reason of uncontrollable forces shall exercise due diligence to remove such inability with all reasonable dispatch. 43.3 The captions and headings appearing in this Agreement are inserted merely to facilitate reference and shall have no bearing upon the interpretation of the provisions hereof. 43.4 This Acknowledgment Agreement is made under and shall be governed by the laws of the State of New Mexico, without regard to conflicts of law principles. 43.5 The covenants and obligations set forth and contained in this Agreement are to be deemed to be independent covenants, not dependent covenants, and the obligation of a Participant to perform all of the obligations and covenants to be by it kept and performed is not conditioned on the performance by another Participant of all of the covenants and obligations to be kept and performed by it. 43.6 In the event that any of the terms or conditions of this Agreement, or the application of any such term or condition to any person or circumstance, shall be held invalid by any court having jurisdiction in the premises, the remainder of this Agreement, and the application of such terms or conditions to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. 43.7 All costs or expenses, including all taxes that the Operating Agent is required to pay (but not specifically referred to in other sections of this Agreement), which are incurred by the Operating Agent in connection with the performance of its obligations under this Agreement and which are not specifically allocated to the Participants in accordance with this Agreement shall be construed under federal lawequitably allocated among the Participants in a manner to be established by the Coordination Committee. (b) This Acknowledgment Agreement 43.8 Should a change in circumstances, economic factors, or basic technology occur which results or may result in a substantial increase or decrease in the benefits to or expenses incurred by a Participant, including the Operating Agent, which such change was not within the reasonable contemplation of the Participants at the time of the execution of this Agreement, the Participants, including the Operating Agent, shall negotiate in good faith in order that an appropriate and equitable adjustment shall be made in the reimbursement of the Operating Agent and in the allocation of expenses among the Participants. Such adjustment shall be fair and equitable as to both the Operating Agent and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇other Participants. (c) The parties agree that 43.9 This Agreement shall be subject to filing with, and to such changes or modifications as may from time to time be directed by, competent regulatory authority, if any, in the rule exercise of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreementits jurisdiction. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to 43.10 It is the integrity and functioning intent of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled Participants in executing this Agreement to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute set out in one instrument the entire agreement of the parties Participants with regard respect to the subject matter hereof, and on the effective date hereof to explicitly amend and restate, and to replace in their entirely, the Original San ▇▇▇▇ PPA, the Co-Tenancy Agreement, the Operating Agreement and all modifications thereto. Accordingly, on the effective date hereof, the Original San ▇▇▇▇ PPA, the Co-Tenancy Agreement and the Operating Agreement are no longer in force and effect except as incorporated herein; provided, however, that the interim coal billing arrangements reflected in side agreements shall continue in effect through their stated term. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) 43.11 The recitals execution of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect any rights or obligations of the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of Participants which shall together constitute one and have accrued prior to the same Acknowledgment effective date of this Agreement. (j) Secured Party and Issuer agree , including any obligation to acknowledge and reaffirm pay money or take other actions in accordance with the rights of ▇▇Original San ▇▇▇▇ ▇▇▇ pursuant to PPA, the ▇▇▇▇▇▇ ▇▇▇ ContractCo-Tenancy Agreement, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Operating Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractor any other agreement.

Other Provisions. (a) a. This Acknowledgment Agreement shall be construed under federal lawinterpreted and enforced in accordance with the laws of Virginia, without regard to its conflict of laws rules. (b) b. This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Acknowledgment Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced as evidence of the existence of this Agreement. (j) Secured Party c. This Agreement shall not be deemed an employment contract between ▇▇▇▇▇▇▇ Mac and Issuer agree Indemnitee, and Indemnitee specifically acknowledges that Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between Indemnitee and ▇▇▇▇▇▇▇ Mac. d. Upon a payment to acknowledge and reaffirm Indemnitee under this Agreement, ▇▇▇▇▇▇▇ Mac shall be subrogated to the extent of such payment to all of the rights of Indemnitee to recover against any person for such liability, and Indemnitee shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for ▇▇▇▇▇▇▇ Mac to bring suit to enforce such rights. e. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. Any subsequent supplement, modification or amendment of this Agreement shall not diminish Indemnitee’s rights under this Agreement with respect to any act or omission occurring before such supplement, modification or amendment. f. Nothing in this Agreement shall be construed to permit indemnification expressly prohibited by 12 U.S.C. §4636. g. Notwithstanding any provision to the contrary in this Agreement, indemnification for actions instituted by FHFA will be governed by the standards set forth in FHFA’s Rule on Golden Parachute and Indemnification Payments at 12 CFR Part 1231. h. Nothing in this Agreement is intended to, or shall be construed to, create in any way any liability or obligation on the part of the United States or any department or agency thereof under or in any provision of this Agreement, it being the intention of ▇▇▇▇▇▇ ▇▇▇ pursuant to Mac and Indemnitee that the obligations undertaken by ▇▇▇▇▇▇▇ Mac hereunder are the sole and exclusive responsibility of ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractMac. i. In the event conservatorship is terminated, this Agreement shall remain in full force and effect.

Other Provisions. 16.1 This Agreement and the ancillary documents referenced herein contain the entire agreement among the Parties and their Affiliates with respect to their relationship as set forth in this Agreement, and supersede all prior agreements and understandings of the Parties in this matter. 16.2 Should one or more provisions of this Agreement be held invalid, illegal, void or unenforceable, then (a) This Acknowledgment the application of such provision in circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected, and (b) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or otherwise affected and shall be construed under federal lawto give effect to the Parties’ intent consistent with the spirit of the affected provisions in consideration of the overall agreement between the Parties, and applicable laws. (b) This Acknowledgment Agreement and 16.3 No delay on the part of a Party in exercising any rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured operate as a waiver of such rights, except that with respect to a Party’s failure to respond, or assumed by delay in responding within five business days, regarding participation in, and in the provision of information relating to, an Eligible Project (or potential Eligible Project), such failure or delay shall result in the irrevocable waiver of such Party’s rights as a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇Secondary Bidding Party with respect to such Eligible Project. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) 16.4 This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts multiple counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same Acknowledgment instrument. Each Party shall be entitled to rely on the delivery of executed facsimile copies of counterpart execution pages of this Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of 16.5 If there is any inconsistency or conflict between this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractrelevant contracts with third parties or any other documents, the provisions of this Agreement shall prevail as between the Parties. The Parties hereby agree to exercise their rights and obligations under any document solely on a basis consistent with this Agreement. 16.6 The Company shall not agree (and shall cause C&J Energy Services not to agree) to any amendment or modification to the Mexico Cooperation Agreement (as amended by Amendment No. 1 thereto) that would extend or delay the expiration date of the Mexico Cooperation Agreement, or directly impair the ability of Navy to perform Drilling Services in Mexico.

Other Provisions. The following provisions shall be applied wherever appropriate herein: (a) This Acknowledgment “herein,” “hereby,” “hereunder,” “hereof” and other equivalent words shall refer to this Agreement shall be construed under federal law. as an entirety and not solely to the particular portion of this Agreement in which any such word is used; (b) This Acknowledgment Agreement and all definitions set forth herein shall be deemed applicable whether the rights of Secured Party and Issuer hereunder shall not be assigned words defined are used herein in the singular or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. plural; (c) The parties agree that wherever used herein, any pronoun or pronouns shall be deemed to include both the rule of contract construction that ambiguities are singular and plural and to be construed against the drafter shall not apply to this Acknowledgment Agreement. cover all genders; (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might all accounting terms not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement specifically defined herein shall be construed in accordance with GAAP; (e) this Agreement shall be deemed to have been jointly drafted by the Parties and this Agreement shall not be construed against any party as the principal draftsperson hereof or thereof; (f) any references herein to a particular Section, Article, Exhibit or Schedule means a Section or Article of, or an Exhibit or Schedule to, this Agreement unless another agreement is specified; (g) all respects as if references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions shall, when the context requires, be considered references or citations to such invalid statutes, regulations, or unenforceable provision were omitted. provisions directly or indirectly superseding such statutes, regulations, or provisions referenced or cited; (h) the Exhibits and Schedules attached hereto are incorporated herein by reference and shall be considered part of this Agreement; (i) This Acknowledgment the headings in this Agreement may be executed in one are for convenience of identification only and are not intended to describe, interpret, define or more counterparts each limit the scope, extent, or intent of which shall together constitute one and the same Acknowledgment Agreement. Agreement or any provision hereof; (j) Secured Party the word “including” or any variation thereof means including, without limitation; (k) the parties intend that each representation, warranty, covenant and Issuer agree to acknowledge and reaffirm agreement contained herein shall have independent significance, such that, if there is a breach of or inaccuracy in any representation or contained herein or a breach or non-fulfillment of any covenant or agreement contained herein, the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant fact that there exists another representation, warranty, covenant or agreement relating to the ▇▇▇▇▇▇ ▇▇▇ Contractsame subject matter (regardless of the relative levels of specificity) which has not been breached and for which there is no inaccuracy or non-fulfillment shall not detract from or mitigate the fact that there is a breach or non-fulfillment of or inaccuracy in the first-referenced representation, warranty, covenant or agreement; and agree (l) unless otherwise indicated, all dollar amounts referred to in this Agreement are expressed in U.S. dollars. A document or item shall only be bound by deemed to have been “made available” to Purchaser to the terms, provisions, and conditions of this Acknowledgment Agreement and extent it has been included in the ▇▇▇▇▇▇ ▇▇▇ ContractData Room Contents not less than two (2) Business Days prior to the Closing Date.

Other Provisions. 10.1 This agreement is subject to Indian Laws and jurisdiction shall be registered office of the Principal, i.e. New Delhi. 10.2 Changes and supplements as well as termination notices need to be made in writing. Side agreements have not been made. 10.3 If the Contractor is a partnership or a consortium, this agreement must be signed by all partners or consortium members. 10.4 Should one or several provisions of this agreement turn out to be invalid, the remainder of this agreement remains valid. In this case, the parties will strive to come to an agreement to their original intentions. 10.5 Only those bidders/ contractors who have entered into this agreement with the Principal would be competent to participate in the bidding. In other words, entering into this agreement would be a preliminary qualification. ------------------------------------------ -------------------------------------------------------- For & On behalf of the Principal For & On behalf of the Bidder/ Contractor (Office Seal) (Office Seal) Place ---------------------- Date ----------------------- Witness: Witness: (Name & Address) (Name & Address) a) This Acknowledgment Agreement IP is tool to ensure that activities and transactions between the company and its bidders/Contractors are handled in a fair, transparent and corruption free manner. Following Independent External Monitor (IEMs) on the present panel have been appointed by BHEL with the approval of CVC to oversee implementation of IP in BHEL b) The IP as enclosed with tender is to be submitted (duly signed by authorized signatory) along with techno-commercial bid (part-1, in case of two/three part bid). Only those bidders who have entered inti such an IP with BHEL would be competent to participate in bidding. In other words, entering into pact would be preliminary qualification. c) Please refer Section-8 of IP for Role and Responsibility of IEMs. In case of any complaints arising out of the tendering process, the matter may be referred to any of the above IEMs. All correspondence with the IEMs shall be construed under federal law.done through email only. No routine correspondence shall be addressed to the IEM(phone/post/email) regarding the clarification, time extension or any other administrative queries, etc on the tender issued. All such clarification/issue shall be addressed directly to the tender issuing(procurement) department’s official whose contact details are provided below: Details of contact person(s): (b1) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.2)

Other Provisions. (a) This Acknowledgment Agreement Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be construed under federal lawdeemed to be an original, and all counterparts, taken together, shall constitute but one and the same document. (b) This Acknowledgment Agreement The Borrower agrees to reimburse the Lenders and the rights of Secured Party Administrative Agent on demand for all reasonable costs and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third partyexpenses (including, without limitation, reasonable attorneys’ fees) incurred by such parties in negotiating, documenting and consummating this Amendment, the prior written consent of ▇▇▇▇▇▇ ▇▇▇other documents referred to herein, and the transactions contemplated hereby and thereby. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment AgreementTHIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS ProgramTHIS AMENDMENT CONSTITUTES THE ENTIRE CONTRACT AMONG THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PREVIOUS DISCUSSIONS, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at lawCORRESPONDENCE, and thatAGREEMENTS AND OTHER UNDERSTANDINGS, thereforeWHETHER ORAL OR WRITTEN, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive reliefRELATING TO THE SUBJECT MATTER HEREOF. (e) This Acknowledgment In consideration of the amendments contained herein, each of the Borrower and Holdings hereby waives and releases each of the Lenders and the Administrative Agent from any and all known claims and defenses with respect to the Credit Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of other Credit Documents and the parties with regard to the subject matter hereoftransactions contemplated thereby. (f) This Acknowledgment Agreement Each of the Borrower and Holdings agrees to take all further actions and execute such other documents and instruments as the Administrative Agent may be amended only from time to time reasonably request to carry out the transactions contemplated by agreement this Amendment, the Credit Documents and all other agreements executed and delivered in writing of all partiesconnection herewith. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties heretoTHE PARTIES HERETO HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND TERMS OF THE CREDIT AGREEMENT. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the textTHE PARTIES DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER OR HOLDINGS UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Agreement All notices and statements with respect to this Addendum must be in writing. Notices to the Company shall be construed under federal lawdelivered to the Chairman of the Board or any vice president of the Company. Notices to Executive may be delivered to Executive in person or sent to Executive's then-current mailing address as indicated in the Company's records. (b) This Acknowledgment Agreement and Addendum sets forth the rights entire agreement of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Partythe parties concerning the subjects covered herein; there are no promises, understandings, representations, or assumed by a third party, without the prior written consent warranties of ▇▇▇▇▇▇ ▇▇▇any kind concerning those subjects except as expressly set forth in this Addendum. (c) The Any modification of this Addendum must be in writing and signed by all parties; any attempt to modify this Addendum, orally or in writing, not executed by all parties agree that the rule of contract construction that ambiguities are to will be construed against the drafter shall not apply to this Acknowledgment Agreementvoid. (d) Issuer and Secured Party agree and acknowledge that If any breach provision of this Acknowledgment Agreement by either Addendum, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of them could pose a serious risk to this Addendum which can be given effect without the integrity invalid or unenforceable provision or application and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might will not have an adequate remedy at law, and that, therefore, upon invalidate or render unenforceable such provision or application in any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive reliefother jurisdiction. (e) This Acknowledgment Agreement Addendum will be governed and all Exhibits attached hereto when delivered constitute interpreted under the entire agreement laws of the parties with regard United States of America and the laws of the State of Texas as applied to the subject matter hereofcontracts made and carried out in Texas by residents of Texas. (f) This Acknowledgment Agreement may be amended only by agreement in writing No failure on the part of all partiesany party to enforce any provisions of this Addendum will act as a waiver of the right to enforce that provision. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph Section headings are merely for convenience only and shall not be deemed to change define or limit the meaning provisions of the textthis Addendum. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement Addendum may be executed in one or more counterparts several counterparts, each of which is an original. It shall together constitute not be necessary in making proof of this Addendum or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Addendum signed by one party and the same Acknowledgment Agreement. (j) Secured Party faxed to another party shall be deemed to have been executed and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound delivered by the terms, provisions, and conditions signing party as though an original. A photocopy of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractAddendum shall be effective as an original for all purposes.

Other Provisions. 12.4.1 The Seller and the Purchaser agree that nothing in this Clause 12 shall restrict the Seller or any member of the Seller’s Group from the provision of Cash Business services in a Cash Territory that are required for the Seller or a member of the Seller’s Group to provide Cash Technology Solutions (a) This Acknowledgment Agreement shall to the extent the Seller is permitted to provide such Cash Technology Solutions in the relevant Cash Territory), provided that such Cash Business services shall, for the duration of the relevant non-compete period as set out in Clause 12.1.1 above, be construed under federal law.subcontracted to, or performed by, a person or entity other than the Seller or a member of the Seller’s Group. In such circumstances: (bi) This Acknowledgment Agreement the Seller shall first invite, in writing, the Purchaser and the rights members of Secured Party the Purchaser’s Group to submit a bid for the provision of such Cash Business services; (ii) the Purchaser (on behalf of itself or the relevant member of the Purchaser’s Group) shall either decline to bid in writing or submit a bid in writing for the provision of the relevant Cash Business services as soon as reasonably practicable and Issuer hereunder shall not be assigned or transferred in any event within 14 days from the invitation from the Seller pursuant to Clause 12.4.1(i); (iii) where a competing offer is received by Issuer or Secured Party, or assumed by the Seller from a third party, without the prior written consent Seller shall notify the Purchaser in writing and the Purchaser shall have the right to match or improve on the terms of ▇▇▇▇▇▇ ▇▇▇.such competing offer, with the terms of such counter-offer being submitted to the Seller within 5 Business Days of notification from the Seller; (civ) The parties agree that if no response is received from the rule Purchaser within the timeframes set out above, or if the Purchaser chooses not to bid or match or improve on the terms of a competing bid, the Seller and the relevant member of the Seller’s Group will be free to sub-contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement.with a third party; and (dv) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to if the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding Purchaser matches or improves on the parties hereto. The section and paragraph headings are merely for convenience and terms of a competing bid within the requisite timeframes set out above, the Seller shall not be deemed free to change sub-contract with a third party and shall sub-contract with the meaning Purchaser. 12.4.2 The Purchaser acknowledges and agrees that the Seller (or the relevant member of the textSeller’s Group) shall be permitted to use an existing, or set up a new, legal entity, branch office or establishment in a Cash Territory to the extent required for the purposes of providing Cash Technology Solutions permitted pursuant to this Clause 12. 12.4.3 If the Seller or the relevant member of the Seller’s Group ceases to own (h) The invalidity whether by direct or unenforceability indirect sale or transfer or demerger or otherwise), or retain a right, title or interest in, Seller Cash Technology, or the relevant member of any particular provision the Seller’s Group that owns, or retains a right, title or interest in, Seller Cash Technology ceases to be a member of the Seller’s Group, the provisions of this Acknowledgment Agreement Clause 12 (including the restrictions in Clause 12.1.1) shall not affect cease to apply in respect of the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedSeller Cash Technology on the date that is 12 months from the date of Closing. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Agreement The Company shall not seek or agree to any order of any court or other governmental authority that would prohibit or otherwise interfere, and shall not take or fail to take any other action if such action or failure would reasonably be construed expected to have the effect of prohibiting or otherwise interfering, with the performance of the Company’s indemnification, advancement or other obligations under federal lawthis Agreement. (b) This Acknowledgment All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) on the rights date of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Partydelivery if delivered personally, or assumed by facsimile, upon confirmation of receipt, (ii) on the first business day following the date of dispatch if delivered by a recognized next-day courier service or (iii) on the third partybusiness day following the date of mailing if delivered by domestic registered or certified mail, without properly addressed, or on the prior fifth business day following the date of mailing if sent by airmail from a country outside of North America, to the Indemnitee at the address shown on the signature page of this Agreement, to the Company at the address shown on the signature page of this Agreement, or in either case as subsequently modified by written consent of ▇▇▇▇▇▇ ▇▇▇notice. (c) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. The parties Company and the Indemnitee each hereby irrevocably consents to the jurisdiction of the state courts of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the rule state courts of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment AgreementState of Delaware. (d) Issuer This Agreement may be executed in two or more counterparts, all of which shall be considered one and Secured Party agree the same instrument and acknowledge that any breach shall become effective when one or more counterparts have been signed by each of this Acknowledgment Agreement by either of them could pose a serious risk the parties and delivered to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive reliefother party. (e) This Acknowledgment Agreement shall not be deemed an employment contract between the Company and all Exhibits attached hereto when delivered constitute the entire agreement any Indemnitee who is an officer of the parties Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with regard to or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the subject matter hereofIndemnitee and the Company or by Company policy. (f) This Acknowledgment Agreement In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be amended only by agreement in writing necessary to secure such rights, including the execution of all partiessuch documents necessary to enable the Company effectively to bring suit to enforce such rights. (g) The recitals of this Acknowledgment This Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall may not be deemed to change the meaning amended, modified, or supplemented in any manner, whether by course of the text. (h) The invalidity conduct or unenforceability otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any particular provision such right or power, or any abandonment or discontinuance of this Acknowledgment Agreement shall not affect steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid right or unenforceable provision were omittedpower. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Purchaser: Nelnet Student Loan Trust 2008-2 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (c▇▇▇) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. ▇▇▇-▇▇▇▇ Facsimile: (d▇▇▇) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose ▇▇▇-▇▇▇▇ with a serious risk copy to the integrity and functioning of the MBS ProgramTrustee at: Zions First National Bank Corporate Trust Division ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇ shall be entitled - VP & Trust Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ If to obtain injunctive relief. (e) This Acknowledgment Agreement the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party and Issuer agree to acknowledge and reaffirm Time is of the rights essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part. (l) No remedy by the terms of ▇▇▇▇▇▇ ▇▇▇ pursuant this Loan Purchase Agreement conferred upon or reserved to the ▇▇▇▇▇▇ ▇▇▇ ContractPurchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, which qualifies as an "eligible lender" trustee under the Higher Education Act, and agree all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and the Indenture Trustee shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and the Indenture Trustee may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Indenture Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the termsPurchaser to the Indenture Trustee, provisionsits provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Indenture Trustee. The foregoing creates a permissive right on behalf of the Indenture Trustee and the Indenture Trustee shall not be under any duties or obligations hereunder. (p) This Loan Purchase Agreement shall inure to the benefit of the Trustee, the Indenture Trustee and their successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee or the Indenture Trustee shall be for the benefit of and run directly to, the Trustee and the Indenture Trustee, and conditions the Trustee and the Indenture Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if each were a party hereto. The foregoing creates a permissive right on behalf of this Acknowledgment the Trustee and the Indenture Trustee, and neither the Trustee nor the Indenture Trustee shall be under any duties or obligations hereunder. (q) If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractIndenture Trustee forecloses on its security interest on the Eligible Loans, then the Indenture Trustee shall assume all duties and obligations of the Purchaser hereunder.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Purchaser: Nelnet Student Loan Trust 2006-2 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (c▇▇▇) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. ▇▇▇-▇▇▇▇ Facsimile: (d▇▇▇) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose ▇▇▇-▇▇▇▇ with a serious risk copy to the integrity and functioning of the MBS ProgramTrustee at: Zions First National Bank Corporate Trust Division ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇ shall be entitled - VP & Trust Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ If to obtain injunctive relief. (e) This Acknowledgment Agreement the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party and Issuer agree to acknowledge and reaffirm Time is of the rights essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part. (l) No remedy by the terms of ▇▇▇▇▇▇ ▇▇▇ pursuant this Loan Purchase Agreement conferred upon or reserved to the ▇▇▇▇▇▇ ▇▇▇ ContractPurchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, which qualifies as an "eligible lender" trustee under the Higher Education Act, and agree all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and the Indenture Trustee shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and the Indenture Trustee may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the termsPurchaser to the Indenture Trustee, provisionsits provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Trustee. The foregoing creates a permissive right on behalf of the Trustee and the Trustee shall not be under any duties or obligations hereunder. (p) This Loan Purchase Agreement shall inure to the benefit of the Trustee, the Indenture Trustee and their successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee or the Indenture Trustee shall be for the benefit of and run directly to, the Trustee and the Indenture Trustee, and conditions the Trustee and the Indenture Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if each were a party hereto. The foregoing creates a permissive right on behalf of this Acknowledgment the Trustee and the Indenture Trustee, and neither the Trustee nor the Indenture Trustee shall be under any duties or obligations hereunder. (q) If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractIndenture Trustee forecloses on its security interest on the Eligible Loans, then the Indenture Trustee shall assume all duties and obligations of the Purchaser hereunder.

Other Provisions. (a) a. This Acknowledgment Agreement, together with the PSA and the Pipeline Operating Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject mailer hereof and are not intended to confer upon any other person any rights or remedies hereunder. This Agreement may not be modified or changed except by an instrument in writing signed by each of the parties hereto. The headings and captions used in this Agreement are inserted for reference and convenience only and the same shall not limit or construe the sections, articles or paragraphs to which they apply or otherwise affect the interpretation thereof. Words which are used in the this Agreement and import the singular number shall mean and include the plural number and vice versa where the context so requires. Time is of the essence of this Agreement. b. Nothing contained in this Agreement shall be construed deemed to create a joint venture, partnership or tax partnership relationship between the parties. PERL's authority as agent for Aera hereunder shall be specifically limited to the performance, undertaking and fulfillment of Aera's obligations under federal lawthe Pipeline Operating Agreement during the Term. The parties agree that this Agreement shall not in any way impose any liability upon the affiliates, parents, members or partners of either party. This Agreement is intended to benefit only, and may only be enforced by, the parties hereto and their respective successors and permitted assigns. No other person shall be deemed a beneficiary of, or may enforce, any of this Agreement or of any provision thereof or any document or instrument delivered pursuant thereto. (b) c. This Acknowledgment Agreement may be executed in any number of counterparts, all of which together make and shall constitute one and the rights same instrument and any of Secured Party the parties hereto may execute this Agreement by signing any such counterpart. d. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES. e. Disputes or claims arising under or in connection with this Agreement shall be resolved pursuant to the alternate-dispute-resolution and Issuer hereunder arbitration procedures of the PSA. f. PERL and Aera each agrees to receive and hold in confidence any information imparted to it, its affiliates, its contractors, or its subcontractors by the other party which pertains to the other party, the other party's affiliates, contractors, or subcontractors, or their respective business activities in any manner, and which is not the subject of general public knowledge in the course of the negotiation or performance of this Agreement or the Pipeline Operating Agreement ("Confidential Information"). Each of PERL and Aera shall treat, and shall cause their respective employees, agents, and affiliates to treat, Confidential Information in full confidence and shall not be assigned or transferred by Issuer or Secured Partyreveal Confidential Information to any other person, firm, or assumed by a third partyorganization, other than an affiliate, its lenders, and the attorneys and confidential business advisors of it and its lenders, without the prior written consent of the other party. If an affiliate of a party to this Agreement receives Confidential Information, such affiliate shall be deemed to be bound by the confidentiality requirements of this Agreement. The foregoing obligations shall be continual and shall remain in full force and effect for the term of this Agreement plus two (2) years. The preceding nondisclosure requirements shall not apply to: (i) information in the possession of any party to this Agreement prior to the date of this Agreement; (ii) information in the public domain or which becomes part of the public domain, except through violation of the obligations hereunder; (iii) information disclosed to the extent reasonably necessary in the course of enforcing this Agreement; (iv) information obtained by a party to this Agreement from a person not under obligation of nondisclosure under this Agreement or under any similar agreement with any party to this Agreement or its respective affiliates; (v) information developed by a party without the use of any Confidential Information of the other party or (vi) information that is required to be disclosed to enable a party to comply with any Canadian or U.S. federal, state or local law or regulation, any order, writ or injunction issued by a court of law or equity, any requirement of any stock exchange or any requirement of a governmental agency or authority. Neither party to this Agreement nor its respective affiliates, shall disclose the terms and conditions of this or any to non-affiliated entities without the express written permission of the other party, which consent shall not be unreasonably withheld, delayed or conditioned. g. The parties acknowledge and agree that the terms and conditions of the this Agreement were freely negotiated and drafted by the parties. The parties expressly agree that: in the event of any ambiguity in any of the terms and conditions of this Agreement, such ambiguity shall not be construed for or against any party hereto on the basis that such party did or did not author the same. h. If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid or unenforceable provision had never been contained in this Agreement. i. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy under any this Agreement shall operate as a waiver thereof by such party, nor shall any single or partial exercise of any right or remedy under this Agreement preclude any other or further exercise thereof or of any other right. The rights and remedies of each party provided in this Agreement (i) are cumulative and are in addition to, and not exclusive of, any and all other rights and remedies provided hereunder, under any other agreement between the parties or under applicable laws, and (ii) are not conditional or contingent on any attempt by such party to exercise any of its rights or remedies under any other document against the other party or any other person. j. This Agreement shall not be assigned by either party, or by operation of law, without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the successors and assigns of the parties. The Parties have executed this Agreement to be effective as of the date first written above. PACIFIC ENERGY RESOURCES LTD AERA ENERGY LLC By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /S/ ▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇. ▇▇▇▇▇▇▇ ---------------------------------------- -------------------------- Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, Name: ▇. ▇. ▇▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement Title: Chairman and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇Chief Executive Officer Title: Vice President San ▇▇▇▇▇ ▇▇▇ pursuant Bay Pipe Company, A California corporation ("SPBPC"), hereby consents to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, terms and conditions of this Acknowledgment Agreement and further agrees with Aera and PERL that, without Aera's prior written consent, SPBPC shall: (1) not amend, revoke, cancel or terminate the ▇▇▇▇▇▇ ▇▇▇ ContractPipeline Operating Agreement; (2) not change, revoke, cancel or amend the tariffs described in Section 8 of the Pipeline Operating Agreement; (3) pay or reimburse PERL (or Aera, as applicable) for all costs and expenses incurred by Aera, under the Pipeline Operating Agreement, and PERL, under this Agreement; (4) engage in discussions, communicate or otherwise deal with the CSLC with regard to any matter related to or in connection with the Pipeline, except and contemplated by SECTION 6 of this Agreement; (5) not change, revoke, cancel or amend the crude oil transportation agreement in effect during the Term; or (6) enter into any new crude oil transportation agreements during the Term.

Other Provisions. The Parties further agree that, unless otherwise agreed in writing: (a) This Acknowledgment this Agreement shall be construed under federal law. governed by the laws of the District of Columbia; (b) This Acknowledgment this Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute sets forth the entire agreement of and understanding between the parties Parties with regard respect to the subject matter hereof. (f) This Acknowledgment , and none of the terms of this Agreement may be amended or modified except by a written instrument signed by both Parties; (c) a Party may waive any rights under this Agreement only by agreement written waiver duly signed by such Party, and no failure to exercise or delay in writing exercising a right under this Agreement shall constitute a waiver of all parties.such right; (d) the rights and obligations of each Party under this Agreement may not be assigned or delegated, by operation of law or otherwise, without the consent of the other Party and any such attempt shall be void, and this Agreement shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns; (e) no provision of this Agreement shall affect, limit or restrict either Party’s right to engage in any business in any place and at any time, whatsoever, provided the Receiving Party does not use, reproduce, copy or disclose the Confidential Information in violation of this Agreement; (f) EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE CONFIDENTIAL INFORMATION IT DISCLOSES HEREUNDER, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE OR NON-INFRINGEMENT THEREOF; (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the validity or enforceability of any other provisions hereofprovision of this Agreement; (h) all notices under this Agreement must be in writing and shall be deemed to have been delivered to and received by a Party, and this Acknowledgment Agreement shall be construed in all respects as if will otherwise become effective, on the date of actual delivery thereof (by personal delivery, express delivery service or certified mail) to the Notice Address of such invalid or unenforceable provision were omitted. Party set forth below; (i) This Acknowledgment this Agreement may be executed in one or more counterparts each of which shall together constitute one counterparts; and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant signatures exchanged by facsimile are effective for all purposes hereunder to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractsame extent as original signatures.

Other Provisions. The Parties further agree that, unless otherwise agreed in writing: (a) This Acknowledgment this Agreement shall be construed under federal law. governed by the laws of the State of Indiana, without giving effect to the principles of conflict of laws thereof; (b) This Acknowledgment this Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute sets forth the entire agreement of and understanding between the parties Parties with regard respect to the subject matter hereof. (f) This Acknowledgment , and none of the terms of this Agreement may be amended or modified except by a written instrument signed by both Parties; (c) a Party may waive any rights under this Agreement only by agreement written waiver duly signed by such Party, and no failure to exercise or delay in writing exercising a right under this Agreement shall constitute a waiver of all parties. such right; (d) the rights and obligations of each Party under this Agreement may not be assigned or delegated, by operation of law or otherwise, without the consent of the other Party, which shall not be unreasonably withheld, and any such attempt shall be void, and this Agreement shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns; (e) no provision of this Agreement shall affect, limit or restrict either Party’s right to engage in any business in any place and at any time, whatsoever, provided the Receiving Party does not use, reproduce, copy or disclose the Confidential Information in violation of this Agreement; (f) THE DISCLOSING PARTY PROVIDES THE CONFIDENTIAL INFORMATION SOLELY ON AN “AS-IS” BASIS AND EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE CONFIDENTIAL INFORMATION IT DISCLOSES HEREUNDER, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE OR NON-INFRINGEMENT THEREOF; (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the validity or enforceability of any other provisions hereofprovision of this Agreement; (h) all notices under this Agreement must be in writing and shall be deemed to have been delivered to and received by a Party, and this Acknowledgment Agreement shall be construed in all respects as if will otherwise become effective, on the date of actual delivery thereof (by personal delivery, express delivery service or certified mail) to the Notice Address of such invalid or unenforceable provision were omitted. Party set forth below; (i) This Acknowledgment this Agreement may be executed in counterparts; (k) The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more counterparts each of which shall together constitute one its provisions will not affect the enforceability of any other provision; (l) Both parties agree to comply fully with all relevant export laws and regulations of the United States to ensure that no information or technical data provided pursuant to this Agreement is exported or re-exported directly or indirectly in violation of law; and (m) signatures exchanged by facsimile are effective for all purposes hereunder to the same Acknowledgment Agreementextent as original signatures. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Purchaser: Nelnet Student Loan Funding, LLC 121 South 13th Street, Suite 4▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ ▇▇▇▇▇▇▇on: Terry J. Heimes ▇▇▇▇▇▇▇ne: (c402) The parties agree that 458-2301 ▇▇▇▇▇▇▇le: (402) 458-2399 ▇▇▇▇ ▇ ▇▇▇▇ ▇o the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS ProgramTrustee at: Zions First National Bank Corporate Trust Division 717 17th Street, that Suite 301 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇▇on: David W. Bata - VP & Trust Off▇▇▇▇ Telephone: (720) 947-7475 ▇▇▇▇▇▇▇le: (720) 947-7480 If to ▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement ▇▇▇▇, ▇▇dressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party and Issuer agree to acknowledge and reaffirm Time is of the rights essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part. (l) No remedy by the terms of ▇▇▇▇▇▇ ▇▇▇ pursuant this Loan Purchase Agreement conferred upon or reserved to the ▇▇▇▇▇▇ ▇▇▇ ContractPurchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, which qualifies as an "eligible lender" trustee under the Higher Education Act, and agree all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and parties to the Eligible Lender Trust Agreement, shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Trustee in connection with the financing of Eligible Loans as defined in the Eligible Lender Trust Agreement, and upon assignment by the termsPurchaser to the Trustee, provisionsits provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Trustee. The foregoing creates a permissive right on behalf of the Trustee and the Trustee shall not be under any duties or obligations hereunder. This Loan Purchase Agreement shall inure to the benefit of the Trustee and its successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee shall be for the benefit of and run directly to, the Trustee, and conditions the Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if it were a party hereto. The foregoing creates a permissive right on behalf of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractTrustee, the Trustee shall not be under any duties or obligations hereunder.

Other Provisions. (a) This Acknowledgment Agreement Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be construed under federal lawdeemed to be an original, and all counterparts, taken together, shall constitute but one and the same document. (b) This Acknowledgment Agreement The Borrower agrees to reimburse the Lenders and the rights of Secured Party Administrative Agent on demand for all reasonable costs and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third partyexpenses (including, without limitation, reasonable attorneys’ fees) incurred by such parties in negotiating, documenting and consummating this Amendment, the prior written consent of ▇▇▇▇▇▇ ▇▇▇other documents referred to herein, and the transactions contemplated hereby and thereby. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment AgreementTHIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS ProgramTHIS AMENDMENT CONSTITUTES THE ENTIRE CONTRACT AMONG THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PREVIOUS DISCUSSIONS, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at lawCORRESPONDENCE, and thatAGREEMENTS AND OTHER UNDERSTANDINGS, thereforeWHETHER ORAL OR WRITTEN, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive reliefRELATING TO THE SUBJECT MATTER HEREOF. (e) This Acknowledgment In consideration of the amendments contained herein, each of the Borrower and Holdings hereby waives and releases each of the Lenders and the Administrative Agent from any and all known claims and defenses with respect to the Credit Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of other Credit Documents and the parties with regard to the subject matter hereoftransactions contemplated thereby. (f) This Acknowledgment Agreement Each of the Borrower and Holdings agrees to take all further actions and execute such other documents and instruments as the Administrative Agent may be amended only from time to time reasonably request to carry out the transactions contemplated by agreement this Amendment, the Credit Documents and all other agreements executed and delivered in writing of all partiesconnection herewith. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties heretoTHE PARTIES HERETO HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND THE TERMS OF THE CREDIT AGREEMENT. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the textTHE PARTIES DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER OR HOLDINGS UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. ‌ 20.1 This Agreement, together with the Principles and the Governance Rules, and any other documents which by their terms are expressed to be supplemental to it, even if not made between all parties to this Agreement, constitutes the entire agreement between the parties regarding the subject matter of this Agreement and supersedes all earlier agreements of any kind regarding the same, all of which (except in the case of fraud) are hereby terminated and shall cease to have effect in all respects, and the parties confirm that there are no collateral or supplemental agreements relating to this Agreement other than those (if any) executed contemporaneously with this Agreement. 20.2 Each party acknowledges that it does not rely on, and it has not been induced to enter into this Agreement by, any warranty, representation, statement, agreement or undertaking of any nature whatsoever, other than as are expressly set out in this Agreement. Each party irrevocably and unconditionally waives any right it may have to damages or rescission or any other remedy in respect of any misrepresentation, warranty or undertaking, including by way of a claim or defence based on estoppel by convention, representation or otherwise, not contained in this Agreement or any collateral or supplemental agreement unless such misrepresentation, warranty or undertaking was made fraudulently. 20.3 Subject always to Clause 20.4, in its sole and absolute discretion, any party may waive (in whole or in part) any provision of, or any of its rights under, this Agreement, and may do so unconditionally or subject to any terms which it thinks fit. Unless specifically provided otherwise, the rights and remedies of any person under or pursuant to this Agreement are cumulative, may be exercised as often as such person considers appropriate and are in addition to its rights and remedies under the general law. 20.4 Any variation or waiver of this Agreement shall be void for all purposes unless: (a) This Acknowledgment Agreement shall be construed under federal law. (b) This Acknowledgment Agreement and subject as provided below in this Clause 20.4, in the rights case of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are variation it is agreed to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound otherwise approved by the terms, provisions, and conditions relevant number of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.Signatories as set out in Clause 5.2(b) and

Other Provisions. (a) This Acknowledgment Supply Agreement, Addendums, amendments and work orders thereto, together with the provisions of the Quality Agreement that are incorporated by reference herein, contain the entire agreement between the Parties relating to the subject matter of this Supply Agreement and any other understandings between the Parties relating to the subject matter of this Supply Agreement are superseded by this Supply Agreement. None of the terms of this Supply Agreement shall be construed under federal lawdeemed to be waived or amended by either Party unless such a waiver or amendment specifically references this Supply Agreement and is in writing signed by the Party to be bound. (b) This Acknowledgment All notices and demands required or permitted to be given or made pursuant to this Supply Agreement shall be in writing and effective when personally given or when placed in an envelope and deposited in the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured PartyUnited States mail postage prepaid, or assumed by a third party, without the prior written consent of addressed as follows: If to Cerus: If to ▇▇▇ ▇▇▇▇▇▇▇: Cerus Corporation Ash ▇▇▇▇▇▇▇ Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 861 ▇▇▇▇ ▇. Lodge Freeway Concord, CA 94520 Detroit, MI 48202-3398 Attention: Vice President, Legal Affairs Attention: President or to such other address as to which either Party may notify the other. (c) The parties agree that the rule of contract construction that ambiguities are to This Supply Agreement shall be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer binding upon and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk inure to the integrity and functioning benefit of the MBS ProgramParties, that their successors and assigns. This Supply Agreement shall be assignable: (i) by ▇▇▇▇▇, in whole or in part, without the consent of ▇▇▇ ▇▇▇▇▇▇▇ to any Affiliate of Cerus; (ii) by either Party with the written consent of the other; or (iii) by either Party without the consent of the other to the purchaser of substantially all the assets of its business to which this Supply Agreement relates. Any attempted assignment that does not comply with the terms of this Section shall be void. (d) This Supply Agreement is deemed to have been executed in and shall be governed by and construed according to the laws of the State of Michigan, applicable to contracts made and to be performed in that State. If particular portions of this Supply Agreement are ruled unenforceable, such portions shall be deleted and all other terms and conditions of this Supply Agreement shall remain in full force and effect. (e) Unless expressly approved in advance and in writing by ▇▇▇▇▇, respectively, ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇▇ ▇▇▇ shall be entitled make no reference to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard Cerus or to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Supply Agreement are part in any publicity, advertising or other public statements or documents either during or after the Term of the agreement and are binding on the parties heretothis Supply Agreement. The section and paragraph headings are merely for convenience and This shall not be deemed apply to change such reference or disclosure required by law or governmental agency. Notwithstanding the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereofforegoing, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇ ▇▇▇▇▇▇▇ shall be authorized to publicly disclose that it is a contract manufacturer to Cerus for the synthesis of the Product. (f) The relationship of the Parties under this Supply Agreement shall be and at all times remains one of independent contractors. No Party is an employee, agent or legal representative of the other Party or shall have any authority to assume or create obligations on the other Party’s behalf. (g) Cerus or ▇▇▇▇▇’ designee (with ▇▇▇▇▇’ authorization) may audit upon reasonable notice ▇▇▇ pursuant to the ▇▇▇▇▇▇▇ manufacturing (excluding confidential cost information) and quality books and records once per calendar year for the purpose of confirming compliance with the terms of this Supply Agreement. (h) ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇▇ shall manufacture and supply Products exclusively for Cerus and Cerus’ designees pursuant to this Supply Agreement. ▇▇▇ Contract▇▇▇▇▇▇▇ shall not during the Term and for a period of [ * ] following the expiration of the Term or termination pursuant to an uncured material breach by ▇▇▇ ▇▇▇▇▇▇▇ of this Supply Agreement, manufacture or supply Products or substantially equivalent products to any other person or entity anywhere in the world without Cerus’ express written permission.

Other Provisions. A. References in this Settlement Agreement to “Sections,” “Paragraphs” and “Exhibits” refer to the Sections, Paragraphs, and Exhibits of this Settlement Agreement unless otherwise specified. B. The Bankruptcy Court (aor in the event the bankruptcy proceeding has been closed or dismissed, the Court) will, subject to Section 26 of this Settlement Agreement, resolve any disputes relating to or arising out of or in connection with the enforcement, interpretation or implementation of this Settlement Agreement. Each of the parties hereto expressly and irrevocably submits to the jurisdiction of the Bankruptcy Court or the Court, as applicable, and expressly waives any argument it may have with respect to venue or forum non conveniens. C. This Acknowledgment Settlement Agreement constitutes the entire agreement between the parties regarding the matters set forth herein, and no representations, warranties or inducements have been made to any party concerning this Settlement Agreement, other than representations, warranties and covenants contained and memorialized in this Settlement Agreement. This Settlement Agreement supersedes any prior understandings, agreements or representations by or between the parties, written or oral, regarding the matters set forth in this Settlement Agreement. D. The captions used in this Settlement Agreement are for convenience of reference only and do not constitute a part of this Settlement Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Settlement Agreement, and all provisions of this Settlement Agreement will be enforced and construed as if no captions had been used in this Settlement Agreement. E. This Settlement Agreement may be executed in two or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the parties to this Settlement Agreement shall be construed under federal lawexchange among themselves original signed counterparts. (b) This Acknowledgment F. No party to this Settlement Agreement and the may assign any of its rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of the other parties, and any purported assignment in violation of this sentence shall be void. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. For purposes of clarification and without limitation as to other beneficiaries, GM is intended to be a third party beneficiary of this Settlement Agreement. G. Each of New Co, the UAW, the Committee, the Class and the Covered Group shall do any and all acts and things, and shall execute and deliver any and all documents, as may be necessary or appropriate to effect the purposes of this Settlement Agreement. H. This Settlement Agreement shall be construed in accordance with applicable federal laws of the United States of America. I. Any provision of this Settlement Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent any provision of this Settlement Agreement is invalid or unenforceable as provided for in Section 32.J of this Settlement Agreement, it shall be replaced by a valid and enforceable provision agreed to by New Co and the UAW, acting on its own behalf and as the authorized representative of the Class and the Covered Group (which agreement shall not be unreasonably withheld) that preserves the same economic effect for the parties under this Settlement Agreement; provided however, that to the extent that such prohibited or unenforceable provision cannot be replaced as contemplated and the consequences of such prohibited or unenforceable provision causes this Settlement Agreement to fail of its essential purpose then this Settlement Agreement may be voided at the sole discretion of the party seeking the benefit of the prohibited or unenforceable provision. Class Counsel is expressly authorized to take all appropriate action to implement this provision. J. In the event that any payment referenced in this Settlement Agreement is due to be made on a weekend or a holiday, the payment shall be made on the first business day following such weekend or holiday. K. In the event that any legal or regulatory approvals are required to effectuate the provisions of this Settlement Agreement, New Co, the UAW, the Class, and the Committee will fully cooperate in securing any such legal or regulatory approvals. L. Any notice, request, information or other document to be given under this Settlement Agreement to any of the parties by any other party shall be in writing and delivered personally, or sent by Federal Express or other carrier which guarantees next-day delivery, transmitted by facsimile, transmitted by email if in an Adobe Acrobat PDF file, or sent by registered or certified mail, postage prepaid, at the following addresses. All such notices and communication shall be effective when delivered by hand, or, in the case of registered or certified mail, Federal Express or other carrier, upon receipt, or, in the case of facsimile or email transmission, when transmitted (provided, however, that any notice or communication transmitted by facsimile or email shall be immediately confirmed by a telephone call to the recipient.): If to New Co, addressed to: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ GMNA Vice President of Labor Relations General Motors Company ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (c▇▇▇) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning ▇▇▇-▇▇▇▇ in each case with copies to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Office of the MBS ProgramGeneral Counsel General Motors Company Mail Code 482-C25-B21 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, that ▇▇ ▇▇▇▇▇-▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Cadawalder, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law▇▇▇▇, and that, therefore, upon any such breach, ▇▇ ▇▇▇▇▇ Attention: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇ shall be entitled ▇. ▇▇▇▇▇▇▇▇▇/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ If to obtain injunctive relief. (e) This Acknowledgment Agreement UAW, addressed to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ General Counsel International Union, United Automobile, Aerospace and all Exhibits attached hereto when delivered constitute the entire agreement Agricultural Implement Workers of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of America ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to: ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇▇▇ Contract& ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Each party may substitute a designated recipient upon written notice to the other parties. IN WITNESS THEREOF, the parties hereto have caused this Settlement Agreement to be executed by themselves or their duly authorized attorneys. By: GENERAL MOTORS COMPANY By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (P37171) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ COUNSEL FOR INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇, LLC Pittsburgh North ▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ CLASS COUNSEL IN WITNESS THEREOF, the parties hereto have caused this Settlement Agreement to be executed by themselves or their duly authorized attorneys. By: GENERAL MOTORS COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (P37171) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ COUNSEL FOR INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇, LLC Pittsburgh North ▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ CLASS COUNSEL

Other Provisions. 35.1 The use and enjoyment of the Designated Unit shall, however, be subject to the payment of the Taxes and Outgoings mentioned in Part-I of the Seventh Schedule and in accordance with the Rules and Regulations framed by the Promoter from time to time (in cluding the Rules and Regulations as mentioned in Part-II of the Seventh Schedule hereto) AND as a matter of necessity, the Allottee binds himself and covenants with the Promoter, the Allottees, maintenance staff and the persons permitted by the Promoter ( a) This Acknowledgment Agreement shall be construed under federal law. to use the Common Areas and Installations in common with the Promoter, the Allottees, maintenance staff and the persons permitted by the Promoter without causing any inconvenience or hindrance to them, and (b) This Acknowledgment Agreement to observe fulfill and perform the rights rules re gulations obligations covenants and restrictions framed and made applicable by the Promoter and/ or the Maintenance In -charge from time to time for the quiet and peaceful use enjoyment and management of Secured Party and Issuer hereunder the Building Complex. 35.1.1 The Allottee shall not be assigned hold the Promoter or transferred the Maintenance In -charge liable in any manner for any accident or damage while enjoying the Common Areas and Installations by Issuer the Allottee or Secured Partyhis family members, guests, visitors or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇any other person. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk 35.2 Notwithstanding anything to the integrity contrary elsewhere herein contained, it is expressly agreed and functioning understood by and between the parties hereto as follows: - a) Besides sanction of additional FAR which has been applied by the MBS ProgramPromoter to the Kolkata Municipal Corporation as hereinbefore mentioned, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy in case any further additional FSI/FAR/ Construction is permitted or available at lawthe said Premises, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ the Promoter shall be entitled to obtain injunctive reliefavail the same and to make further and additional construction which may be so available and to connect the sa me with the Common Areas and Installations of the said Premises to make the same habitable and to deal with, use, let out, sell, convey and/ or otherwise transfer the same to any person at such consideration and in such manner and on such terms and conditio ns as the Promoter, in its sole discretion, may think fit and proper. In the event of any such construction, the ultimate roof of such construction shall then become the common roof to the Allottees. b) In case of any additional or further additional con struction in terms of sub -clause (ea) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute above, there would be a consequential decrease in the entire agreement proportionate share of the parties Allottee in the land of the said Premises and the Common Areas and Installations, however, the Allottee either individually or together wi th the other Allottees shall not be entitled to claim refund or reduction of any consideration or other amounts payable by the Allottee hereunder nor to claim any amount or compensation from the Promoter on account thereof. c) The Promoter shall be entitl ed to put or allow its or its group companies / associates / affiliates / sister concerns to put neon -sign, hoardings, sign boards or any other installation on the roof of the Building or any part thereof as the Promoter, may in their sole discretion, thin k fit and proper. d) The Allottee hereby agrees, acknowledges and consents to the rights and entitlements excepted and reserved by and unto the Promoter under clause 35.2 and its sub -clauses hereinabove and to all the provisions and stipulations containe d therein and undertakes and covenants not to raise any dispute objection hindrance obstruction or claim with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of same or the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity doing or unenforceability carrying out of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed such act deed or thing in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound connection therewith by the termsPromoter and/ or persons deriving titl e or authority from it and also to sign and execute all necessary papers and documents in that regard, provisions, if so required and conditions of this Acknowledgment Agreement and found necessary by the ▇▇▇▇▇▇ ▇▇▇ ContractPromoter.

Other Provisions. (a) This Acknowledgment Agreement Indemnity is executed pursuant to the Secured Debt Documents and shall be construed under federal lawconstrued, administered and applied in accordance with the terms and provisions thereof. (b) All notices pursuant to this Indemnity shall be delivered at the times, in the manner and to the addressees as set forth in any Secured Debt Documents. (c) No amendment to or waiver of any provision of this Indemnity nor consent to any departure by Indemnitor herefrom shall be effective unless the same shall be in writing and signed by BONY or a Secured Debt Representative and Indemnitor. (d) This Acknowledgment Agreement Indemnity shall be binding on and for the benefit of, the parties hereto, together with their respective successors and assigns. (e) The obligations of Indemnitor hereunder shall survive any termination of this Indemnity and the rights termination of all the Secured Party Debt Obligations. The representations and Issuer hereunder warranties made by Indemnitor in this Agreement shall survive the execution and delivery of this Indemnity. (f) Any provision of this Indemnity which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Indemnity or affecting the validity or enforceability of such provision in any other jurisdiction. (g) The various headings of this Indemnity are inserted for convenience only and shall not be assigned affect the meaning or transferred by Issuer interpretation of this Indemnity or Secured Partyany provisions hereof. Dated: as of July 16, or assumed by 2003 "Indemnitor" CALPINE CORPORATION, a third party, without the prior written consent of Delaware corporation ▇. ▇▇▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.Title: Executive Vice President

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Purchaser: Nelnet Student Loan Trust 2002-2 121 South 13th Street, Suite 401 Lincoln, Nebr▇▇▇▇ ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (c402) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. 458-2301 Facsimile: (d402) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose 458-2399 ▇▇th a serious risk copy to the integrity and functioning of the MBS ProgramTrustee at: Zions First National Bank Corporate Trust Division 717 17th Street, that Suite 301 Denver, Co 80202 ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇ ▇▇▇▇ - ▇▇ & ▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇9 Facsimile: (303) 296-6516 ▇▇ ▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement ▇▇▇▇er, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party and Issuer agree to acknowledge and reaffirm Time is of the rights essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part. (l) No remedy by the terms of ▇▇▇▇▇▇ ▇▇▇ pursuant this Loan Purchase Agreement conferred upon or reserved to the ▇▇▇▇▇▇ ▇▇▇ ContractPurchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, which qualifies as an "eligible lender" trustee under the Higher Education Act, and agree all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and other parties to the Financing Agreement, shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and any such credit providers may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the termsPurchaser to the Trustee, provisionsits provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Trustee. The foregoing creates a permissive right on behalf of the Trustee and the Trustee shall not be under any duties or obligations hereunder. This Loan Purchase Agreement shall inure to the benefit of the Trustee and its successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee shall be for the benefit of and run directly to, the Trustee, and conditions the Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if it were a party hereto. The foregoing creates a permissive right on behalf of this Acknowledgment the Trustee, the Trustee shall not be under any duties or obligations hereunder. If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractTrustee forecloses on its security interest on the Eligible Loans, then the Trustee shall assume all duties and obligations of the Purchaser hereunder.

Other Provisions. (a) This Acknowledgment Except as expressly set forth herein, this Second Side Letter Agreement shall be construed under federal law. (b) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Partyconstrued to modify any of the Parties’ respective rights and obligations under the Collaboration Agreement. Neither GSK nor HSR-TIGET may assign this Second Side Letter Agreement, or assumed by any rights or obligations of such Party under this Second Side Letter Agreement to a third party, party without the prior written consent of the other Party. This Second Side Letter Agreement shall be construed and enforced according to the laws of England without reference to conflicts of laws principles. This Second Side Letter Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original but all of which taken together shall be deemed a single instrument. A facsimile transmission of the signed Second Side Letter Agreement will be legal and binding on both Parties. This Second Side Letter Agreement shall be incorporated into and shall, as of the Second Side Letter Agreement Effective Date, form part of the Collaboration Agreement between the Parties, If the foregoing represents and accurately reflects your agreement, please have this Second Side Letter Agreement executed by a duly-authorized representative from Ospedale and Telethon and return to GSK for our counter-signature. Kind regards, /s/ ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇ [Ospedale San Raffaele srl] [Legal Representative] /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ might not have an adequate remedy at lawFondazione Telethon General Manager WHEREAS, and thateach of the Parties has executed this Second Side Letter Agreement by a duly authorized representative as of the Side Letter Effective Date, therefore, upon any such breach, as follows: For TELETHON-HSR: By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ pursuant to the Title: General Manager By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the Name: ▇▇▇▇▇▇ ▇▇▇▇▇ ContractTitle: CEO By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Authorised Signatory [***] [***] 28 June 2013 OspedaleSan Raffaele Srl ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fondazione Telethon ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Re: [***] Work and Support for [***] Activities Dear Sirs: Reference is made to that certain Research, Development, Collaboration and License Agreement (the “Collaboration Agreement”) entered into on October 15, 2010 by and between Ospedale San Raffaele Srl (“Ospedale”)(successor in interest to Fondazione Centro San Raffaele del ▇▇▇▇▇ ▇▇▇▇▇; “San Raffaele”) with an address at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ Milan and Fondazione Telethon, having a registered office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, 16, 00154, Rome, Italy, on the one hand (“Telethon”), and collectively with Ospedale, (“TIGET”), and Glaxo Group Limited, a company incorporated under the laws of England and Wales with registered number [***], whose registered office is Glaxo Welcome House, 980 Great West Road, Brentford, London, TW8 9GS, England (“GGL”), on the other hand, pursuant to which the parties agreed to collaborate with respect to certain gene therapies for monogenic diseases. Prior to the Third Side Letter Effective Date (as defined below) TIGET has developed (and owns the relevant intellectual property rights in) certain methods, processes and tests to be used in connection with the activities conducted under this Third Side Letter (“TIGET Methodologies”). TIGET and GlaxoSmithKline Research and Development Limited, an affiliate of GGL (“GSK”) now desire to collaborate on certain additional activities to further develop the TIGET Methodologies for the purposes of achieving the Research Goals (as defined under following Section 1) also in support of work being done under the Collaboration Agreement, as set forth more fully herein. This third side letter agreement (the “Third Side Letter Agreement”), effective as of the 28th day of June, 2013 (the “Third Side Letter Effective Date”) by and between TIGET on the one hand, and GSK on the other hand, confirms the agreement of TIGET and GSK to conduct and to collaborate on a [***] and on [***]. Each of GSK and TIGET may be referred to herein as a “Party” or collectively as the “Parties”. Capitalized terms used, but not defined herein, shall have the meaning attributed to such terms in the Collaboration Agreement.

Other Provisions. (a) This Acknowledgment Any action for breach of this Agreement (other than claims for payment of the Price of the Product) shall be construed under federal lawcommenced within one (1) year after the cause of action has accrued. (b) This Acknowledgment Agreement shall in no way restrict the right of Supplier to sell (i) Products for use in producing 10% Bulk Iron Dextran solution for veterinary use to customers other than Purchaser outside of the United States of America, or (ii) Products for use other than producing 10% Bulk Iron Dextran solution for veterinary use to customers other than Purchaser within or outside of the United States of America. (c) Any waiver of any of the terms of or performance due under this Agreement shall apply only to the specific matter involved and the rights of Secured Party and Issuer hereunder shall will not be assigned deemed to constitute a waiver of other or transferred future rights or obligations hereunder. (d) This Agreement, including Schedule 1 and Schedule 2 attached hereto, together with the Orders hereunder, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations and prior proposals regarding the subject matter hereof. (e) This Agreement may not be amended except by Issuer a writing signed by Purchaser, Supplier. (f) Any notices, consents or Secured Partyother communications required to be sent or given hereunder by any of the parties shall in every case be in writing and shall be deemed properly served if (i) delivered personally, (ii) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (iii) delivered by a recognized overnight courier service, or assumed (iv) sent by a third partyfacsimile transmission to the parties at the addresses as set forth below or at such other addresses as may be furnished in writing. If to Purchaser to: Sparhawk Laboratories, without the prior written consent of Inc. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ If to Supplier to: Chemdex, Inc. c/o Dextran Products, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program▇ Toronto, that Ontario, Canada M1L 2H5 Attention: ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇. ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Date of service of such notice shall be entitled to obtain injunctive relief. (ew) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement date such notice is personally delivered, (x) three (3) business days after the date of the parties with regard mailing if sent by certified or registered mail, (y) one (1) business day after date of delivery to the subject matter hereof. overnight courier if sent by overnight courier or (fz) This Acknowledgment Agreement may be amended only by agreement in writing the next succeeding Business Day after receipt of all partiesa facsimile (provided that a transmission confirmation sheet is emitted from such facsimile machine). (g) The recitals of No party hereto may assign or subcontract its rights or obligations under this Acknowledgment Agreement are part without the prior written consent of the agreement other party hereto; provided, however, that Supplier may assign or subcontract its rights and/or obligations under this Agreement to an entity controlled by or under common control with Supplier without the consent of Purchaser upon written notice thereof to Purchaser. This Agreement shall be binding upon and are binding on inure to the benefit of the parties hereto. The section hereto and paragraph headings are merely for convenience their respective successors and shall not be deemed to change the meaning of the textpermitted assigns. (h) The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. (i) The provisions hereof shall be deemed independent and severable, and the invalidity or partial invalidity or unenforceability of any particular one provision of this Acknowledgment Agreement or portion hereof shall not affect the validity or enforceability of any other provisions provision hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (ij) This Acknowledgment Agreement may be executed in one two or more counterparts counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Acknowledgment Agreementinstrument. (jk) Secured Party and Issuer agree The language used in this Agreement will be deemed to acknowledge and reaffirm be the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant language chosen by the parties hereto to the ▇▇▇▇▇▇ ▇▇▇ Contractexpress their mutual intent, and agree to no rule of strict construction will be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractused against any party hereto.

Other Provisions. (a) This Acknowledgment In consideration for the Agreement set forth above, the United States will close its investigation of DJ # 202-12C-563; USAO # 2016V00396. The United States may review OC Kids' compliance with this Agreement or Title III of the ADA at any time. If the United States believes that Title III of the ADA, this Agreement, or any portion of it has been violated, it may institute a civil action in the appropriate United States District Court to enforce this Agreement and/or Title III of the ADA. Failure by the United States to enforce any provision in this Agreement is not a waiver of the United States' rights to enforce any provision of this Agreement. If any term of this Agreement is determined by any court to be unenforceable, the other terms of this Agreement shall be construed under federal law. (b) This Acknowledgment Agreement nonetheless remain in full force and effect, provided, however, that if the severance of any such provision materially alters the rights or obligations of Secured Party the parties, the United States and Issuer hereunder OC Kids shall not engage in good faith negotiations in order to adopt mutually agreeable amendments to this Agreement as may be assigned or transferred by Issuer or Secured Partynecessary to restore the parties as closely as possible to the initially agreed upon relative rights and obligations. This Agreement is binding on OC Kids, including all principals, agents, executors, administrators, representatives, employees, successors in interest, beneficiaries, and assignees. In the event that OC Kids seeks to sell, transfer, or assumed by assign all or part of its interest during the term of this Agreement, as a third partycondition of sale, without transfer, or assignment, OC Kids will obtain the prior written consent agreement of ▇▇▇▇▇▇ ▇▇▇. (c) the successor, buyer, transferee, or assignee to all obligations remaining under this Agreement for the remaining term of this Agreement. The parties agree signatories for OC Kids represent that the rule of contract construction that ambiguities they are authorized to be construed against the drafter shall not apply bind OC Kids to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment . vThis Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute constitutes the entire agreement between the United States and OC Kids on the matters raised herein, and no prior or contemporaneous statement, promise, or agreement, either written or oral, made by any party or agents of any party, that is not contained in this written agreement, including any attachments, is enforceable. This Agreement can only be modified by mutual written agreement of the parties parties. Nothing in this Agreement relieves OC Kids of its obligation to fully comply with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement requirements of the ADA. OC Kids shall not discriminate or retaliate against any person because of his or her participation in writing of all parties. (g) this matter. EFFECTIVE DATE/TERMINATION DATE The recitals effective date of this Acknowledgment Agreement are part is the date of the agreement and are binding on the parties heretolast signature below. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision duration of this Acknowledgment Agreement shall not affect will be two (2) years from the other provisions hereof, and effective date of this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Corporation such additional information concerning the Seller's student loan portfolio as the Corporation may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Corporation or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto, after written consent is obtained from the Facility Agent. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Corporation: Nelnet Student Loan Warehouse Corporation-1 121 South 13th Street, Suite 401 Lincoln, ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (c402) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. 458-2301 Facsimile: (d402) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose 458-2399 with a serious risk copy to the integrity and functioning Trustee at: Zions First National Bank Corporate Trust Division 717 17th Street, Suite 301 Denver, Co 802▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇ ▇▇▇▇ - ▇▇ & ▇▇▇▇▇ ▇▇▇icer Telepho▇▇: (▇▇▇) ▇▇6-6339 Facsimile: (303) 296-6516 if to the Facility Agent: Royal Bank of the MBS ProgramCanada 2711 Centerville Road Wilmington, that Delawar▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled f to obtain injunctive relief. (e) This Acknowledgment Agreement the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party Time is of the essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part, without the prior written consent of the Corporation and Issuer agree to acknowledge and reaffirm the rights Facility Agent. (l) No remedy by the terms of ▇▇▇▇▇▇ ▇▇▇ pursuant this Loan Purchase Agreement conferred upon or reserved to the ▇▇▇▇▇▇ ▇▇▇ ContractCorporation is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Corporation with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Corporation, which qualifies as an "eligible lender" trustee under the Higher Education Act, and agree all references herein to the Corporation shall incorporate by this reference the fact that the Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Corporation, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee, the Facility Agent and other parties to the Financing Agreement, shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and any such credit providers may become an assignee of the Corporation. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Corporation and Seller but also for the benefit of the Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the termsCorporation to the Trustee, provisionsits provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Trustee. The foregoing creates a permissive right on behalf of the Trustee and the Trustee shall not be under any duties or obligations hereunder. This Loan Purchase Agreement shall inure to the benefit of the Trustee and its successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee shall be for the benefit of and run directly to, the Trustee, and conditions the Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if it were a party hereto. The foregoing creates a permissive right on behalf of this Acknowledgment the Trustee, the Trustee shall not be under any duties or obligations hereunder. If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractTrustee forecloses on its security interest on the Eligible Loans, then the Trustee shall assume all duties and obligations of the Corporation hereunder.

Other Provisions. 18.1 This Agreement, together with the Principles and the Governance Rules, and any other documents which by their terms are expressed to be supplemental to it, even if not made between all parties to this Agreement, constitutes the entire agreement between the parties regarding the subject matter of this Agreement and supersedes all earlier agreements of any kind regarding the same, all of which (except in the case of fraud) are hereby terminated and shall cease to have effect in all respects, and the parties confirm that there are no collateral or supplemental agreements relating to this Agreement other than those (if any) executed contemporaneously with this Agreement. 18.2 Each party acknowledges that it does not rely on, and it has not been induced to enter into this Agreement by, any warranty, representation, statement, agreement or undertaking of any nature whatsoever, other than as are expressly set out in this Agreement. Each party irrevocably and unconditionally waives any right it may have to damages or rescission or any other remedy in respect of any misrepresentation, warranty or undertaking, including by way of a claim or defence based on estoppel by convention, representation or otherwise, not contained in this Agreement or any collateral or supplemental agreement unless such misrepresentation, warranty or undertaking was made fraudulently. 18.3 Subject always to Clause 20.4, in its sole and absolute discretion, any party may waive (in whole or in part) any provision of, or any of its rights under, this Agreement, and may do so unconditionally or subject to any terms which it thinks fit. Unless specifically provided otherwise, the rights and remedies of any person under or pursuant to this Agreement are cumulative, may be exercised as often as such person considers appropriate and are in addition to its rights and remedies under the general law. 18.4 Any variation or waiver of this Agreement shall be void for all purposes unless: (a) This Acknowledgment Agreement shall be construed under federal law.subject as provided below in this Clause 20.4, in the case of a variation it is agreed to in writing or otherwise approved by the relevant number of Signatories as set out in Clause 5.2(b) and (as applicable); or (b) This Acknowledgment in the case of a waiver, it is set out in writing signed by or on behalf of the person granting the waiver. 18.5 Without limiting the generality of Clause 20.3, no party shall lose, or be precluded (permanently or temporarily) from exercising, any right or remedy which is conferred on it by this Agreement and or any right or remedy which it has in connection with this Agreement under the rights general law as a result of Secured Party and Issuer hereunder any delay, acquiescence or lack of diligence on its part in seeking relief or by any act or course of conduct by it which would otherwise imply that it was affirming this Agreement (or a related agreement) after a breach by one or more of the other parties, nor shall any single or partial exercise of any right or remedy preclude the exercise of any other right or remedy. 18.6 If any term or provision of this Agreement is, or becomes, invalid, unenforceable or illegal, in whole or in part, under the laws of any jurisdiction, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the validity, enforceability or legality of the remaining provisions of this Agreement shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇impaired. (c) The parties agree that 18.7 This Agreement shall have effect as a deed from the rule date of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) 18.8 This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only entered into in any number of counterparts and by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section to it on separate counterparts, each of which when so executed and paragraph headings are merely for convenience and delivered shall be an original but shall not be deemed to change effective until each party has executed at least one counterpart, but all the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment instrument. 18.9 Nothing in this Agreement shall create a partnership between the parties hereto or any of them. 18.10 If any of the provisions of this Agreement are inconsistent with or in conflict with any of the provisions of the Governance Rules then the Signatories shall procure that the Governance Rules are amended to conform to the provisions of this Agreement, and the Signatories shall not, to the extent permitted by law, exercise any rights conferred on them by the Governance Rules which are or may be inconsistent or in conflict with this Agreement. (j) Secured Party 18.11 This Agreement is made for the benefit of the parties hereto and Issuer agree their successors and permitted assigns only and is not intended to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contractbenefit, and agree to no term thereof shall be bound enforceable by, any other person by virtue of the terms, provisions, and conditions Contracts (Rights of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractThird Parties) Act 1999.

Other Provisions. (a5.1 Section 6(f) This Acknowledgment Agreement shall be construed amended by the deletion of the words “(whether or not arising under federal this Agreement, matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation)”, and the substitution therefor of the following words: “under this Agreement. Subject to mandatory provisions of applicable law, set-off under this Section 6(f) shall not extend to any amounts payable (whenever payable and whether payable upon the occurrence of a contingency) to the Payer by the Payee under any other agreement between them.”. 5.2 If a Tax Event occurs and Party A is an Affected Party, Party A shall as a condition to its right to designate an Early Termination Date under section 6(b)(iv), use all reasonable efforts (which will not require Party A to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to: (A) another of its Offices or Affiliates with, in the case of Notes then rated at the request of the Issuer by a Rating Agency, a long term credit rating and/or a short term credit rating of at least that required by the Rating Agency (an “Appropriate Transferee”); or (B) another entity whose obligations under this Agreement have the benefit of a guarantee from an Appropriate Transferee at the time of such transfer, so that such Tax Event ceases to exist. Such a transfer shall be subject to the Trustee having confirmed to Party A that it is satisfied that such rights and obligations have been effectively transferred to, and/or guaranteed, as the case may be, by the Appropriate Transferee and/or guarantor selected by Party A and that all Party B’s right, title, benefit and interest in, to, under and in respect of this Agreement following any such transfer and/or such guarantee in respect of the obligations of Party A or, as the case may be, of the transferee to whom the obligations of Party A are transferred are effectively secured in favour of the Trustee for the benefit of the Noteholders and Receiptholders and Couponholders (and the holders of any Further Notes, and the Receipts and the Coupons appertaining thereto, issued in accordance with Condition 16 of the Terms and Conditions of the Notes and forming a single series with the Notes) in each case in form and substance reasonably satisfactory to the Trustee. In the event of any such proposed transfer and if the Notes are then rated at the request of the Issuer by a Rating Agency, the Calculation Agent shall, on behalf of the Issuer, notify such Rating Agency in writing of such proposed transfer. 5.3 Notwithstanding the provisions of Section 6(b)(iv), if a Tax Event occurs and Party B is an Affected Party, Party B shall not be entitled to terminate this Agreement pursuant to Section 6(b)(iv) if Condition 7(e)(3) is applicable. In such a case however, this Agreement and the Transaction hereunder shall terminate automatically on the date on which the Notes fall due for redemption in accordance with Condition 7(e)(3) of the Conditions of the Notes (unless otherwise terminated earlier in accordance with the provisions of this Agreement). Party B undertakes to notify Party A promptly of the passing of an Extraordinary Resolution (as defined in the Conditions of the Notes) by the Noteholders that the Notes should be redeemed prior to their stated maturity date pursuant to such Condition 7(e)(3) of the Terms and Conditions of the Notes. (bA) This Acknowledgment There shall be added to the end of the last sentence of the first paragraph of Section 6(b)(ii) of the Agreement the following words: “, provided that, if Party A is the Affected Party and the rights Notes are then rated at the request of Secured an Issuer by a Rating Agency, the Rating Agency is notified of such proposed transfer.” and thereafter, the following sentence: “If Party B is the Affected Party it will use all reasonable endeavours to procure the substitution as principal obligor under this Agreement of a company incorporated in another jurisdiction approved by Party A and the Trustee in accordance with the provisions of Clause 16 of the Trust Deed so that such Termination Event ceases to exist, provided that if the Notes are then rated at the request of the Issuer hereunder by a Rating Agency, the Rating Agency is notified of such proposed substitution.” (B) There shall be added to the end of Section 6(b)(ii) and to the end of Section 6(b)(iii) the following sentence: “In any event any transfer to avoid a Termination Event or any action to avoid a Termination Event shall be subject to the condition that if the Notes are then rated at the request of the Issuer by a Rating Agency, the Rating Agency is notified of such proposed transfer or action and confirms that the then current rating of the Notes by the Rating Agency shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without adversely affected thereby.” (C) There shall be inserted after the words “the prior written consent of ▇▇▇▇▇▇ ▇▇▇. the other party” in the final paragraph of Section 6(b)(ii) the following words: “and of the Trustee”, and after the words “which consent” in such Section the following words: “(c) The parties agree that in the rule case of contract construction that ambiguities are a consent to be construed against the drafter shall not apply given by a party to this Acknowledgment Agreement)”. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Agreement shall will be construed under federal lawgoverned by the laws of the State of Michigan. (b) This Acknowledgment Agreement and Either party retains the rights option with respect to the right to apply to a court of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇competent jurisdiction for equitable relief. (c) The parties agree that the rule shall attempt to resolve claims or controversies arising out of contract construction that ambiguities are to be construed against the drafter shall not apply or related to this Acknowledgment AgreementAgreement in the following manner: A Vice President for each party with full authority to negotiate and resolve issues in question shall meet and attempt to settle all outstanding disputes within ten (10) business days of time dispute arose. After such initial meeting, if the dispute is not resolved within the next thirty (30) days, the parties shall pursue alternate remedies. (d) Issuer The relationship of Compuware and Secured Party agree VAR under this Agreement is that of licensor and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk licensee only and neither is authorized to act as the integrity and functioning agent of the MBS Programother. In all matters relating to this Agreement, that ▇▇▇▇▇▇ ▇▇▇ might not have VAR will act as an adequate remedy at lawindependent contractor. No franchise is intended or created by the relationship of Compuware and VAR under this Agreement. Neither party will make representations purportedly on behalf of the other party, otherwise than as precisely set forth in this Agreement and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief.as set forth in Compuware's supplied user materials. CONFIDENTIAL AND PROPRIETARY (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered Any failure or delay by either party in exercising any right or remedy will not constitute the entire agreement a waiver. The waiver of any one default will not waive subsequent defaults of the parties with regard to the subject matter hereofsame or different kind. (f) This Acknowledgment Agreement may Neither party will be amended only by agreement in writing liable for any failure to fulfill its obligations due to causes beyond its reasonable control including, without limitation, the bankruptcy of all partiesany supplier or commercial impossibility. (g) The recitals All notices required by this Agreement to be given to VAR will be sent by certified or registered mail addressed to its address on the first page of this Acknowledgment Agreement are part Agreement. Notices to be given to Compuware will be sent by certified or registered mail addressed to the Compuware Vice President of Sales as identified in Exhibit I. Requests for information and all other notices to Compuware will be sent to the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text.separate Compuware address set out in Exhibit I. (h) The invalidity or unenforceability of any particular Each provision of this Acknowledgment Agreement shall not affect the other provisions hereof, is severable and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each provisions are declared invalid, the remaining provisions of which shall together constitute one the Agreement will remain in full force and the same Acknowledgment Agreementeffect. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Agreement Any provision of this Contract shall not be construed under federal lawinterpreted as a partnership or joint venture relationship. (b) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder Any changes to this Contract shall not be assigned or transferred approved by Issuer or Secured Party, or assumed by a third party, without the prior written mutual consent of ▇▇▇▇▇▇ ▇▇▇both Parties and confirmed in writing. (c) The parties agree that This Contract shall inure to the rule benefit of contract construction that ambiguities are to and be construed against binding upon the drafter shall not apply to this Acknowledgment Agreementsuccessors and assigns of the Parties hereof. (d) Issuer Any Party may be excused from its obligations t the other Party under this Contract when and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity extent that performance is delayed or prevented by any Force Majeure Event (for example, a war or a natural disaster but does not include financial difficulties). However the Party affected by the Force Majeure must notify the other Party in writing by facsimile that a Force Majeure Event has occurred as soon as possible. After the Force Majeure Event has passed, the Party originally affected by the Force Majeure Event shall resume performance of its responsibilities and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive reliefobligations under this Contract as soon as possible. (e) Both Parties reaffirm that they will act in ful compliance of all applicable laws and regulations, including but not limited to the United States Foreign Corrupt Practices Act. (f) Both Parties agree that the subject matter and the rights and obligations set out in this Contract relate to private commercial activities. Each Party shall irrevocably waive to the fullest extent possible and shall not claim in any jurisdiction any immunity (including but not limited to "Sovereign Immunity") from any action relating to this Contract taken by one Party against the other Party. (g) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute Contract sets forth the entire agreement and understanding of the parties Parties with regard respect to the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text.Version 020801 (h) The invalidity or unenforceability This Contract has been written in both English and Chinese. In case of any particular provision of this Acknowledgment Agreement conflict, the English version shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedgovern. (i) This Acknowledgment Agreement Both Parties agree to resolve any dispute relating to or arising under this Contract through friendly discussions. In the event that a mutually satisfactory resolution cannot be reached within Thirty (30) days after a dispute has arisen, both Parties agree that any Party may on its own refer any dispute to arbitration. Each Party hereby irrevocably waives any rights to establish the liability of or seek compensation from the other Party to this Contract through any legal channel other than arbitration (but this waiver does not restrict a Party use of legal channels to enforce an arbitration award rendered in accordance with this Paragraph). Any arbitration shall be executed final and binding on both Parties and shall be conducted by a panel of three arbitrators in one or more counterparts each Hong Kong under the applicable rules of which the Hong Kong International Arbitration Centre according to the plain meaning of the language of this Contract (and if necessary also according to general international commercial law principles without regard to any choice of law principles therein). Both Parties irrevocably agree that the scope of any arbitration shall together constitute one be limited to determining the Parties' liability relating to any dispute and the same Acknowledgment Agreement. monetary amount of actual damages (jwith no provision for so-called punitive damages). Both Parties irrevocably agree that within Thirty (30) Secured days after an arbitration award is rendered, the losing Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contractarbitration shall pay the winning Party to the arbitration the monetary amount of actual damages set out in the arbitration award plus an additional Ten Percent (10%) as compensation. If the arbitration award determines that both Parties are liable to each other, and agree both Parties shall settle what they owe each other within Thirty (30) days after the date of the arbitration award according to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and actual damages set out in the ▇▇▇▇▇▇ ▇▇▇ Contractarbitration award.

Other Provisions. (a) 14.1 This Acknowledgment Agreement shall inure to the benefit of and be construed under federal lawbinding upon (i) the Company and its successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, and (ii) the Indemnitee and the Indemnitee’s spouse, heirs, and personal and legal representatives. (b) This Acknowledgment 14.2 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; FAX transmission with machine-printed confirmation of delivery; or overnight courier with delivery-tracking capability. Notices to the rights of Secured Party and Issuer hereunder Company shall not be assigned addressed to the Company’s general counsel at the Company’s then-current principal operating office. Notices to the Indemnitee may be delivered to the Indemnitee in person or transferred by Issuer or Secured Partyto the Indemnitee’s then-current home address as indicated on the Indemnitee’s pay stubs or, or assumed by a third partyif no address is so indicated, without as set forth in the prior written consent of ▇▇▇▇▇▇ ▇▇▇Company’s payroll records. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment 14.3 This Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute sets forth the entire agreement of the parties with regard to concerning the subject matter hereofsubjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement. (f) This Acknowledgment 14.4 Any modification of this Agreement may must be amended only by agreement in writing of and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void. (g) The recitals 14.5 If any provision of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not Agreement, or its application to anyone or under any circumstances, is adjudicated to be deemed to change the meaning of the text. (h) The invalid or unenforceable in any jurisdiction, such invalidity or unenforceability of will not affect any particular other provision or application of this Acknowledgment Agreement shall not affect which can be given effect without the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedor application and will not invalidate or render unenforceable such provision or application in any other jurisdiction. 14.6 This Agreement will be governed and interpreted under the laws of the United States of America and of the State of Texas law as applied to contracts made and carried out in entirely Texas by residents of that State. 14.7 No failure on the part of any party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (iwhether or not similar) nor shall such waiver constitute a continuing waiver. 14.8 This Acknowledgment Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as an officer, director, or employee of the Company (or at the Company’s request, of any other enterprise). 14.9 Section headings are for convenience only and shall not define or limit the provisions of this Agreement. 14.10 This Agreement may be executed in one or more counterparts several counterparts, each of which is an original. It shall together constitute not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement manually signed by one party and transmitted to the same Acknowledgment Agreementother party by FAX or in image form via email shall be deemed to have been executed and delivered by the signing party as though an original. A photocopy of this Agreement shall be effective as an original for all purposes. (j) Secured Party and Issuer agree 14.11 In accordance with Article 2.01-1M. of the TBCA, a provision of this Agreement to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant indemnify or to advance expenses to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree Indemnitee upon his being named or threatened to be bound by named a defendant or respondent in a proceeding is valid only to the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractextent it is consistent with Article 2.01-1.

Other Provisions. (a) 6.1 This Acknowledgment Agreement shall be construed under federal law. (b) This Acknowledgment Agreement and is one of the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) Loan Documents. The parties agree that the rule Lender, with respect to this Agreement, shall have the benefit of contract construction the provisions of the Loan Agreement that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment AgreementLoan Documents. (d) Issuer 6.2 In case one or more provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any Laws, the validity, legality and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning enforceability of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, remaining provisions contained herein shall remain effective and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience hereto and shall not be deemed affected or impaired thereby. 6.3 This Agreement shall be binding upon and inure to change the meaning benefit of the textBorrower and Lender and their respective successors and assigns. (h) The invalidity 6.4 This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance with the Laws of the State of Maryland. 6.5 All notices, requests or unenforceability of demands which any particular party is required or may desire to give to any other party under any provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed given in all respects as if such invalid or unenforceable provision were omittedthe manner provided in the Loan Agreement for the giving of notices. (i) 6.6 This Acknowledgment Agreement may be executed in one any number of duplicate originals or more counterparts (with any appropriate completions for the respective parties), each of which such duplicate originals or counterparts shall be deemed to be an original and all taken together shall constitute but one and the same Acknowledgment agreement. Each party to this Agreement agrees that the respective signatures of the parties may be delivered by fax or .pdf and that the parties may rely on a signature so delivered as an original. Any party who chooses to deliver its signature in such manner agrees to provide promptly to the other parties a copy of this Agreement with its inked signature, but the party's failure to deliver a copy of this Agreement with its inked signature shall not affect the validity, enforceability and binding effect of this Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract6.7 THE BORROWER AND THE LENDER, and agree to be bound by the termsBY ITS ACCEPTANCE HEREOF, provisionsHEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE BORROWER AND THE LENDER MAY BE PARTIES, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractARISING OUT OF OR IN ANY WAY PERTAINING TO THIS AGREEMENT AND/OR ANY OF THE OTHER LOAN DOCUMENTS. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, WILLINGLY, AND VOLUNTARILY MADE BY THE BORROWER AND THE LENDER, AND EACH HEREBY REPRESENTS TO THE OTHER THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. EACH OF THE BORROWER AND THE LENDER HEREBY FURTHER REPRESENT TO THE OTHER THAT IT HAS HAD THE OPPORTUNITY TO BE REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

Other Provisions. (a) This Acknowledgment Agreement may be scanned and stored electronically, or stored on computer tapes and disks, as may be practicable (the “Imaged Agreement”). The Imaged Agreement if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties hereto to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party hereto shall object to the admissibility of any Imaged Agreement (or photocopies of the transcription of such Imaged Agreement) on the basis that such were not originated or maintained in documentary form under either the hearsay rule or the best evidence rule. However, nothing herein shall be construed under federal lawas a waiver of any other objection to the admissibility of such evidence. (b) This Acknowledgment P66SF shall in good faith endeavor to promptly notify Customer of any Product spills or other environmentally polluting discharges. Notice may be sent by email to Customer’s scheduler or operational personnel. (c) No waiver by either party hereto of any default under this Agreement and shall be deemed to be a waiver of any future default, whether of a like or a different character. In the rights event that one or more of Secured Party and Issuer hereunder the provisions contained in this Agreement shall be held to be invalid or legally unenforceable in any respect under applicable law, the validity, legality or enforceability of the remaining provisions hereof shall not be assigned affected or transferred by Issuer or Secured Party, or assumed by a third party, without impaired thereby. Each of the prior written consent provisions of this Agreement is hereby declared to be separate and distinct. [The signature page follows.] The parties hereto have executed this Agreement as of the date hereof. ▇▇▇▇▇▇▇▇ 66 ▇▇▇▇▇▇ FRAC LLC BY: Name: ▇▇▇▇▇▇ ▇. ▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇ Title: President ▇▇▇▇▇▇▇▇ 66 COMPANY BY: Name: ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, . ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Title: Executive Vice President, Midstream D- 2 LEASE TABLE OF CONTENTS Page RECITALS 1 ARTICLE I - DEFINITIONS AND INTERPRETATIONS 1 1.1 Definitions 1 1.2 Interpretations. 5 1.3 Entire Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.5 1.4 Conflicting Provisions 5 ARTICLE II - PREMISES; EASEMENTS; TERM 5 2.1 Premises 5 2.2 Term 5 2.3 Renewal Terms 6 2.5 Quiet Enjoyment 7

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Purchaser: Nelnet Student Loan Trust 2005-3 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (c▇▇▇) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. ▇▇▇-▇▇▇▇ Facsimile: (d▇▇▇) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose ▇▇▇-▇▇▇▇ with a serious risk copy to the integrity and functioning of the MBS ProgramTrustee at: Zions First National Bank Corporate Trust Division ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇ shall be entitled - VP & Trust Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ If to obtain injunctive relief. (e) This Acknowledgment Agreement the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party and Issuer agree to acknowledge and reaffirm Time is of the rights essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part. (l) No remedy by the terms of ▇▇▇▇▇▇ ▇▇▇ pursuant this Loan Purchase Agreement conferred upon or reserved to the ▇▇▇▇▇▇ ▇▇▇ ContractPurchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, which qualifies as an "eligible lender" trustee under the Higher Education Act, and agree all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and the Indenture Trustee shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and the Indenture Trustee may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the termsPurchaser to the Indenture Trustee, provisionsits provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Trustee. The foregoing creates a permissive right on behalf of the Trustee and the Trustee shall not be under any duties or obligations hereunder. (p) This Loan Purchase Agreement shall inure to the benefit of the Trustee, the Indenture Trustee and their successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee or the Indenture Trustee shall be for the benefit of and run directly to, the Trustee and the Indenture Trustee, and conditions the Trustee and the Indenture Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if each were a party hereto. The foregoing creates a permissive right on behalf of this Acknowledgment the Trustee and the Indenture Trustee, and neither the Trustee nor the Indenture Trustee shall be under any duties or obligations hereunder. (q) If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractIndenture Trustee forecloses on its security interest on the Eligible Loans, then the Indenture Trustee shall assume all duties and obligations of the Purchaser hereunder.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Purchaser: Nelnet Student Loan Trust 200 - 121 South 13th Street, Suite 201 Lincoln, Nebr▇▇▇▇ ▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (402) 458-2301 Facsimile: (402) 458-2294 ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard th a copy to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.Trustee at:

Other Provisions. (a) This Acknowledgment 6.1 Any variation to this Agreement shall be construed under federal lawis only valid if it is in writing and signed by or on behalf of each party. (b) 6.2 This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall may not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, Party without the prior written consent of the other Party. 6.3 Any delay or failure by the Discloser in exercising any right power or privilege under this Agreement shall not constitute a waiver of such right, power or privilege nor shall any single or partial exercise preclude any future exercise. 6.4 The rights and remedies of each of the Parties under or pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under general law. 6.5 The provisions of this Agreement shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. 6.6 A person who is not a party to this Agreement other than the Discloser’s Affiliate shall have no right under the Contracts (Rights of Third Parties) Ac▇ ▇▇▇▇ ▇o enforce any of its terms. Notwithstanding the foregoing, this Agreement may be varied or terminated by agreement in writing between the parties or this Agreement may be rescinded (in each case), without the consent of any such Affiliates. 6.7 This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of the Agreement, and all of which, when taken together, shall be deemed to constitute one and the same agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature. 6.8 This Agreement shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts. Signed for and on behalf of ) ) Signature ) Print Name Print Title Signed for and on behalf of ) ) Signature ) Print Name Print Title TIMETABLES Loans in euro Loans in domestic sterling Loans in dollars Loans in other currencies Facility Agent notifies the - - U-4 Company if a currency is approved as an Optional Currency in accordance with Clause 4.4 (Conditions relating Delivery of a duly completed U-3 U U-1 U-3 Utilisation Request (Clause 5.1 2.00pm 9.30am 2.00pm 2.00pm (Delivery of a Utilisation Request)) Facility Agent determines (in U-3 U U-1 U-3 relation to a Utilisation) the 3.30pm 10.00am 3.30pm 3.30pm Base Currency Amount of the Loan, if required under Clause 5.4 (Lenders' participation) Facility Agent notifies the U-3 U U-1 U-3 Lenders of the Loan in 5.00pm 10.30am 3.30pm 5.00pm accordance with Clause 5.4 (Lenders' participation) LIBOR is fixed Quotation Day Quotation Day Quotation Day Quotation Day as of 11:00 as of 11:00 as of 11:00 as of 11:00 a. m. London a.m. a.m. a.m. time Loans in euro Loans in Dollars Delivery of a duly completed U U Utilisation Request (Clause 6.2 10.00am 11.00am (New York time) (Delivery of a Utilisation Request for Swingline Agent determines (in U U relation to a Utilisation) the Base Currency Amount of the Swingline 11.00am 1.00pm (New York time) Loan, if required under Clause 6.4 (Swingline Lenders' Participation) and notifies each Swingline Lender of the amount of its participation in the Swingline Loan under Clause 6.4 (Swingline Lenders Participation) "U" = date of utilisation "U - X" = X Business Days prior to date of utilisation By: Address: Hampshire In▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇▇ ▇▇▇▇ pursuant ▇▇▇ Contact: Group Treasurer (copy to the Legal Department) Facsimile: +4▇ (▇)▇▇▇▇ ▇▇▇▇▇▇ By: Address: Hampshire In▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇▇ Contract.▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Contact: Group Treasurer (copy to Legal Department) Facsimile: +4▇ (▇)▇▇▇▇ ▇▇▇▇▇▇ ▇he Original Guarantor By: Address: Hampshire In▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Contact: Group Treasurer (copy to Legal Department) Facsimile: +4▇ (▇)▇▇▇▇ ▇▇▇▇▇▇ By: Address: 25▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Contact: + 44 (▇)▇▇▇ ▇▇▇ ▇▇▇▇ Facsimile: + 44 (▇)▇▇▇ ▇▇▇ ▇▇▇▇ By:

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Purchaser: Nelnet Student Loan Trust 2008-3 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (c▇▇▇) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. ▇▇▇-▇▇▇▇ Facsimile: (d▇▇▇) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose ▇▇▇-▇▇▇▇ with a serious risk copy to the integrity and functioning of the MBS ProgramTrustee at: Zions First National Bank Corporate Trust Division ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇ shall be entitled - VP & Trust Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ If to obtain injunctive relief. (e) This Acknowledgment Agreement the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party and Issuer agree to acknowledge and reaffirm Time is of the rights essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part. (l) No remedy by the terms of ▇▇▇▇▇▇ ▇▇▇ pursuant this Loan Purchase Agreement conferred upon or reserved to the ▇▇▇▇▇▇ ▇▇▇ ContractPurchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, which qualifies as an "eligible lender" trustee under the Higher Education Act, and agree all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and the Indenture Trustee shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and the Indenture Trustee may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Indenture Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the termsPurchaser to the Indenture Trustee, provisionsits provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Indenture Trustee. The foregoing creates a permissive right on behalf of the Indenture Trustee and the Indenture Trustee shall not be under any duties or obligations hereunder. (p) This Loan Purchase Agreement shall inure to the benefit of the Trustee, the Indenture Trustee and their successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee or the Indenture Trustee shall be for the benefit of and run directly to, the Trustee and the Indenture Trustee, and conditions the Trustee and the Indenture Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if each were a party hereto. The foregoing creates a permissive right on behalf of this Acknowledgment the Trustee and the Indenture Trustee, and neither the Trustee nor the Indenture Trustee shall be under any duties or obligations hereunder. (q) If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractIndenture Trustee forecloses on its security interest on the Eligible Loans, then the Indenture Trustee shall assume all duties and obligations of the Purchaser hereunder.

Other Provisions. 20.1 This Agreement, together with the Principles and the Governance Rules, and any other documents which by their terms are expressed to be supplemental to it, even if not made between all parties to this Agreement, constitutes the entire agreement between the parties regarding the subject matter of this Agreement and supersedes all earlier agreements of any kind regarding the same, all of which (except in the case of fraud) are hereby terminated and shall cease to have effect in all respects, and the parties confirm that there are no collateral or supplemental agreements relating to this Agreement other than those (if any) executed contemporaneously with this Agreement. 20.2 Each party acknowledges that it does not rely on, and it has not been induced to enter into this Agreement by, any warranty, representation, statement, agreement or undertaking of any nature whatsoever, other than as are expressly set out in this Agreement. Each party irrevocably and unconditionally waives any right it may have to damages or rescission or any other remedy in respect of any misrepresentation, warranty or undertaking, including by way of a claim or defence based on estoppel by convention, representation or otherwise, not contained in this Agreement or any collateral or supplemental agreement unless such misrepresentation, warranty or undertaking was made fraudulently. 20.3 Subject always to Clause 20.4, in its sole and absolute discretion, any party may waive (in whole or in part) any provision of, or any of its rights under, this Agreement, and may do so unconditionally or subject to any terms which it thinks fit. Unless specifically provided otherwise, the rights and remedies of any person under or pursuant to this Agreement are cumulative, may be exercised as often as such person considers appropriate and are in addition to its rights and remedies under the general law. 20.4 Any variation or waiver of this Agreement shall be void for all purposes unless: (a) This Acknowledgment Agreement shall be construed under federal law.subject as provided below in this Clause 20.4, in the case of a variation it is agreed to in writing or otherwise approved by the relevant number of Signatories as set out in Clause 5.2(b) and (as applicable); or (b) This Acknowledgment In the case of a waiver, it is set out in writing signed by or on behalf of the person granting the waiver. 20.5 Without limiting the generality of Clause 20.3, no party shall lose, or be precluded (permanently or temporarily) from exercising, any right or remedy which is conferred on it by this Agreement and or any right or remedy which it has in connection with this Agreement under the rights general law as a result of Secured Party and Issuer hereunder any delay, acquiescence or lack of diligence on its part in seeking relief or by any act or course of conduct by it which would otherwise imply that it was affirming this Agreement (or a related agreement) after a breach by one or more of the other parties, nor shall any single or partial exercise of any right or remedy preclude the exercise of any other right or remedy. 20.6 If any term or provision of this Agreement is, or becomes, invalid, unenforceable or illegal, in whole or in part, under the laws of any jurisdiction, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the validity, enforceability or legality of the remaining provisions of this Agreement shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇impaired. (c) The parties agree that 20.7 This Agreement shall have effect as a deed from the rule date of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) 20.8 This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only entered into in any number of counterparts and by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section to it on separate counterparts, each of which when so executed and paragraph headings are merely for convenience and delivered shall be an original but shall not be deemed to change effective until each party has executed at least one counterpart, but all the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment instrument. 20.9 Nothing in this Agreement shall create a partnership between the parties hereto or any of them. 20.10 If any of the provisions of this Agreement are inconsistent with or in conflict with any of the provisions of the Governance Rules then the Signatories shall procure that the Governance Rules are amended to conform to the provisions of this Agreement, and the Signatories shall not, to the extent permitted by law, exercise any rights conferred on them by the Governance Rules which are or may be inconsistent or in conflict with this Agreement. (j) Secured Party 20.11 This Agreement is made for the benefit of the parties hereto and Issuer agree their successors and permitted assigns only and is not intended to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contractbenefit, and agree to no term thereof shall be bound enforceable by, any other person by virtue of the terms, provisions, and conditions Contracts (Rights of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractThird Parties) Act 1999.

Other Provisions. (a) This Acknowledgment 18.1 All sales of MDS Products to Gambro under this Agreement shall be construed under federal law. (b) This Acknowledgment subject to the provisions of this Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Partysubject to the terms and conditions contained in any Delivery Order of Gambro, or assumed confirmation or invoice of MDS except insofar as any such Delivery Order, confirmation or invoice establishes (i) the quantity of Codes ordered for delivery, (ii) the Due Date of such Codes, and (iii) the quantity of Codes to be delivered at each DDP Location. 18.2 This Agreement contains the entire agreement between the Parties relating to the MDS Products and all prior proposals, discussions, and writings by and between the Parties and relating to the subject matter herein are superseded by this Agreement. None of the terms of this Agreement shall be deemed to be waived by either party or amended unless such waiver or amendment is in writing and is signed by the party to be charged with such waiver or amendment, and such writing recites specifically that it is a third partywaiver of, without or amendment to, the prior written consent terms of this Agreement. 18.3 All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, certified mail, return receipt requested facsimile transmission (with confirmation of transmission), or air courier which guarantees overnight delivery: If to Gambro: Gambro Renal Products, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇ ▇▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Marketing Manager, Bloodlines & Concentrates With a copy to: Chief Legal Counsel If to MDS: President Medisystems Corporation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof▇▇▇▇▇▇, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇ ▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇, ▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractWith a copy to: General Counsel or to such other address as to which either party may properly notify the other. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery. 18.4 This Agreement shall be binding upon and inure to the benefit of the Parties, their successors and permitted assigns. This Agreement shall be assignable by either party with the written consent of the other; provided, however, that either party may assign this Agreement to any entity controlled by or under common control with such party and in such event the assigning party shall provide the other party with written notice of such assignment. 18.5 This Agreement is deemed to have been entered into in the State of Delaware and its interpretation, construction, and the remedies for its enforcement or breach are to be applied pursuant to and in accordance with the laws of the State of Delaware. 18.6 In the event that a court of competent jurisdiction holds that particular provisions or requirements of this Agreement are in violation of any law, such provisions or requirements shall be enforced and shall remain in full force and effect to the extent they are not in violation of any such law or are not otherwise unenforceable, and all other provisions and requirements of this Agreement shall remain in full force and effect. 18.7 This Agreement may be executed in two (2) original counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. One or more counterparts of this Agreement may be delivered by facsimile, with the intention that delivery by such means shall have the same effect as delivery of an original counterpart hereof. 18.8 Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 18.9 The relationship of the Parties under this Agreement is that of independent contractors. Nothing contained in this Agreement is intended or is to be construed so as to constitute the Parties as partners, joint venturers, or either Party as an agent or employee of the other. Neither Party has any express or implied right under this Agreement to assume or create any obligation on behalf of or in the name of the other, or to bind the other Party to any contract, agreement or undertaking with any third party, and no conduct of the Parties shall be deemed to infer such right.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Purchaser: Nelnet Student Loan Trust 2002-1 121 South 13th Street, Suite 401 Lincoln, Nebr▇▇▇▇ ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (c402) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. 458-2301 Facsimile: (d402) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose 458-2399 ▇▇th a serious risk copy to the integrity and functioning of the MBS ProgramTrustee at: Zions First National Bank Corporate Trust Division 717 17th Street, that Suite 301 Denver, Co 80202 ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇ ▇▇▇▇ - ▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇ might not have an adequate remedy at lawTelephone: (▇▇▇) ▇▇▇-▇▇▇9 Facsimile: (303) 296-6516 ▇▇ ▇▇ ▇▇▇ Seller, and that, therefore, upon any such breach, addressed in the manner as ▇▇▇ ▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party and Issuer agree to acknowledge and reaffirm Time is of the rights essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part. (l) No remedy by the terms of ▇▇▇▇▇▇ ▇▇▇ pursuant this Loan Purchase Agreement conferred upon or reserved to the ▇▇▇▇▇▇ ▇▇▇ ContractPurchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, which qualifies as an "eligible lender" trustee under the Higher Education Act, and agree all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and other parties to the Financing Agreement, shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and any such credit providers may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the termsPurchaser to the Trustee, provisionsits provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Trustee. The foregoing creates a permissive right on behalf of the Trustee and the Trustee shall not be under any duties or obligations hereunder. This Loan Purchase Agreement shall inure to the benefit of the Trustee and its successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee shall be for the benefit of and run directly to, the Trustee, and conditions the Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if it were a party hereto. The foregoing creates a permissive right on behalf of this Acknowledgment the Trustee, the Trustee shall not be under any duties or obligations hereunder. If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractTrustee forecloses on its security interest on the Eligible Loans, then the Trustee shall assume all duties and obligations of the Purchaser hereunder.

Other Provisions. (a) This Acknowledgment Agreement Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be construed under federal lawdeemed to be an original, and all counterparts, taken together, shall constitute but one and the same document. (b) This Acknowledgment Agreement The Borrower agrees to reimburse the Administrative Agent on demand for all reasonable costs and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third partyexpenses (including, without limitation, attorneys’ fees) incurred by it in connection with this Amendment, the prior written consent of ▇▇▇▇▇▇ ▇▇▇other documents referred to herein and therein, the transactions contemplated hereby and thereby. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment AgreementTHIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS ProgramTHIS AMENDMENT CONSTITUTES THE ENTIRE CONTRACT AMONG THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PREVIOUS DISCUSSIONS, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at lawCORRESPONDENCE, and thatAGREEMENTS AND OTHER UNDERSTANDINGS, thereforeWHETHER ORAL OR WRITTEN, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive reliefRELATING TO THE SUBJECT MATTER HEREOF. (e) This Acknowledgment In consideration of the amendments and waivers contained herein, the Borrower hereby waives and releases each of the Lenders and the Administrative Agent from any and all claims and defenses, whether known or unknown, with respect to the Credit Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of other Loan Documents and the parties with regard to the subject matter hereoftransactions contemplated thereby. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all partiesTHE PARTIES HERETO HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND TERMS OF THE CREDIT AGREEMENT. THE PARTIES DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. 16.1 This Agreement and the ancillary documents referenced herein contain the entire agreement among the Parties and their Affiliates with respect to their relationship as set forth in this Agreement, and supersede all prior agreements and understandings of the Parties in this matter. 16.2 Should one or more provisions of this Agreement be held invalid, illegal, void or unenforceable, then (a) This Acknowledgment the application of such provision in circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected, and (b) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or otherwise affected and shall be construed under federal lawto give effect to the Parties’ intent consistent with the spirit of the affected provisions in consideration of the overall agreement between the Parties, and applicable laws. (b) This Acknowledgment Agreement and 16.3 No delay on the part of a Party in exercising any rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured operate as a waiver of such rights, except that with respect to a Party’s failure to respond, or assumed by delay in responding within five business days, regarding participation in, and in the provision of information relating to, an Eligible Project (or potential Eligible Project), such failure or delay shall result in the irrevocable waiver of such Party’s rights as a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇Secondary Bidding Party with respect to such Eligible Project. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) 16.4 This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts multiple counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same Acknowledgment instrument. Each Party shall be entitled to rely on the delivery of executed facsimile copies of counterpart execution pages of this Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of 16.5 If there is any inconsistency or conflict between this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractrelevant contracts with third parties or any other documents, the provisions of this Agreement shall prevail as between the Parties. The Parties hereby agree to exercise their rights and obligations under any document solely on a basis consistent with this Agreement. 16.6 The Company shall not agree (and shall cause C&J Energy Services not to agree) to any amendment or modification to the Mexico Cooperation Agreement (as amended by Amendment No. 1 thereto) that would extend or delay the expiration date of the Mexico Cooperation Agreement, or directly impair the ability of Navy to perform Drilling Services in Mexico. (Rest of the page is intentionally left in blank)

Other Provisions. (a) This Acknowledgment 11.1 Subject to any applicable statutory or regulatory rules, none of the Parties herein shall, directly or indirectly, make any other public announcement in relation to this Agreement shall be construed under federal law. (b) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, any matter ancillary hereto without the prior written consent of ▇▇▇the other Parties (which consent shall not be unreasonably withheld or delayed). 11.2 Each of the Parties undertakes to the other to execute or procure to be executed all such documents and to do or procure to be done all such other acts and things as may be reasonable and necessary to give all Parties the full benefit of this Agreement. 11.3 The rights and obligations under this Agreement shall not be assignable by any Party unless agreed by all the Parties in writing. Subject as aforesaid, this Agreement shall be binding on and endure for the benefit of the successors of each of the Parties and/or their assignees. 11.4 The exercise of or failure to exercise any right or remedy in respect of any breach of this Agreement shall not, save as provided herein, constitute a waiver by such Party of any other right or remedy it may have in respect of that breach. 11.5 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter (no Party having relied on any representation or warranty made by any other Party which is not contained in this Agreement) and no variation of this Agreement shall be effective unless made in writing and signed by all of the Parties. 11.6 If at any time any provision of this Agreement is or becomes illegal, void or unenforceable in any respect, the remaining provisions hereof shall in no way be affected or impaired thereby. 11.7 Time shall be of the essence in this Agreement. 11.8 This Agreement may be signed in any number of counterparts, all of which taken together and when delivered to the Parties by facsimile or by electronic mail in "portable document format (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute one and the same instrument. Any Party may enter into this Agreement by manually signing any such counterpart transmitted electronically or by facsimile or other electronic signature (such as EchoSign) by any of the Parties to any other Party and the receiving Party may rely on the receipt of such document so executed and delivered by facsimile or other electronic means as if the original had been received. Such signatures executed by way of facsimile or other electronic means (such as EchoSign) shall be recognised and construed as secure electronic signatures pursuant to the Electronic Transactions ▇▇▇ ▇▇▇▇ and that the Parties accordingly shall deem such signatures to be original signatures for all purposes. (c) The parties agree that 11.9 In the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability event of any particular provision of conflict or inconsistency between this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.Memorandum and the Articles of Association of the Borrower, the provisions of this Agreement shall prevail. Loan Agreement 10 Private & Confidential

Other Provisions. (a) 1. This Acknowledgment Agreement is concluded in Polish and in English. It shall be governed by and construed in accordance with the laws of the Republic of Poland. Should any dispute arise, the Polish version shall prevail and be binding upon the Parties. 2. All notices and information between the Parties shall be provided by e-mail, registered letter with return receipt requested or by courier service. In the case of delivery by e-mail, the delivery shall be confirmed by a return e-mail stating that the notice was received, sent immediately upon receipt of the notice or information. In the event of a change of address, a Party shall immediately inform the other Party thereof, or else delivery to the previous address shall be deemed to have been effected on the date of delivery by the postal operator or courier service. 3. If, after 30 days from the commencement of direct negotiations, the Employer and the Contractor are unable to resolve the dispute amicably, each Party may submit the dispute to a common court having jurisdiction over the Employer. 4. In matters not regulated herein, the provisions of the Public Procurement Law, the Civil Code and other provisions relevant to the subject of this Agreement shall be construed under federal lawapply. (b) This Acknowledgment 5. Any disputes that may arise in connection with the performance of the Agreement and the rights of Secured Party and Issuer hereunder shall cannot be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without settled amicably shall be submitted for resolution to the prior written consent court having jurisdiction over the registered office of ▇▇▇▇▇▇ ▇▇▇the Employer. (c) 6. The parties Agreement has been drawn up in three counterparts, two for the Employer and one for the Contractor. 7. For the avoidance of any doubts as to the interpretation of the Agreement, the Parties agree that should any part of the rule of contract construction that ambiguities are Agreement prove to be construed against invalid or otherwise legally defective, the drafter remaining provisions of the Agreement shall not apply remain in force and binding on the Parties (severability). 8. The Bid Form completed by the Contractor is an integral appendix to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach 9. If the provisions of the Appendices are in conflict with the provisions of this Acknowledgment Agreement, they shall be interpreted in such a way as to enable the Agreement by either of them could pose a serious risk to be performed to the integrity fullest extent possible, and functioning if this is not possible, the provisions of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedprevail. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Purchaser: Nelnet Student Loan Trust 2006-1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (c▇▇▇) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. ▇▇▇-▇▇▇▇ Facsimile: (d▇▇▇) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose ▇▇▇-▇▇▇▇ with a serious risk copy to the integrity and functioning of the MBS ProgramTrustee at: Zions First National Bank Corporate Trust Division ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇ shall be entitled - VP & Trust Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ If to obtain injunctive relief. (e) This Acknowledgment Agreement the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party and Issuer agree to acknowledge and reaffirm Time is of the rights essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part. (l) No remedy by the terms of ▇▇▇▇▇▇ ▇▇▇ pursuant this Loan Purchase Agreement conferred upon or reserved to the ▇▇▇▇▇▇ ▇▇▇ ContractPurchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, which qualifies as an "eligible lender" trustee under the Higher Education Act, and agree all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and the Indenture Trustee shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and the Indenture Trustee may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the termsPurchaser to the Indenture Trustee, provisionsits provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Trustee. The foregoing creates a permissive right on behalf of the Trustee and the Trustee shall not be under any duties or obligations hereunder. (p) This Loan Purchase Agreement shall inure to the benefit of the Trustee, the Indenture Trustee and their successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee or the Indenture Trustee shall be for the benefit of and run directly to, the Trustee and the Indenture Trustee, and conditions the Trustee and the Indenture Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if each were a party hereto. The foregoing creates a permissive right on behalf of this Acknowledgment the Trustee and the Indenture Trustee, and neither the Trustee nor the Indenture Trustee shall be under any duties or obligations hereunder. (q) If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractIndenture Trustee forecloses on its security interest on the Eligible Loans, then the Indenture Trustee shall assume all duties and obligations of the Purchaser hereunder.

Other Provisions. (a) This Acknowledgment 11.1 Subject to any applicable statutory or regulatory rules, none of the Parties herein shall, directly or indirectly, make any other public announcement in relation to this Agreement shall be construed under federal law. (b) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, any matter ancillary hereto without the prior written consent of ▇▇▇the other Parties (which consent shall not be unreasonably withheld or delayed). 11.2 Each of the Parties undertakes to the other to execute or procure to be executed all such documents and to do or procure to be done all such other acts and things as may be reasonable and necessary to give all Parties the full benefit of this Agreement. 11.3 The rights and obligations under this Agreement shall not be assignable by any Party unless agreed by all the Parties in writing. Subject as aforesaid, this Agreement shall be binding on and endure for the benefit of the successors of each of the Parties and/or their assignees. 11.4 The exercise of or failure to exercise any right or remedy in respect of any breach of this Agreement shall not, save as provided herein, constitute a waiver by such Party of any other right or remedy it may have in respect of that breach. 11.5 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter (no Party having relied on any representation or warranty made by any other Party which is not contained in this Agreement) and no variation of this Agreement shall be effective unless made in writing and signed by all of the Parties. 11.6 If at any time any provision of this Agreement is or becomes illegal, void or unenforceable in any respect, the remaining provisions hereof shall in no way be affected or impaired thereby. 11.7 Time shall be of the essence in this Agreement. 11.8 This Agreement may be signed in any number of counterparts, all of which taken together and when delivered to the Parties by facsimile or by electronic mail in "portable document format (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute one and the same instrument. Any Party may enter into this Agreement by manually signing any such counterpart transmitted electronically or by facsimile or other electronic signature (such as EchoSign) by any of the Parties to any other Party and the receiving Party may rely on the receipt of such document so executed and delivered by facsimile or other electronic means as if the original had been received. Such signatures executed by way of facsimile or other electronic means (such as EchoSign) shall be recognised and construed as secure electronic signatures pursuant to the Electronic Transactions ▇▇▇ ▇▇▇▇ and that the Parties accordingly shall deem such signatures to be original signatures for all purposes. (c) The parties agree that 11.9 In the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability event of any particular provision of conflict or inconsistency between this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractMemorandum and the Articles of Association of the Borrower, the provisions of this Agreement shall prevail.

Other Provisions. 8.1 The Parties agree that this Agreement shall apply only to Loans of Securities which are “Relevant Securities” (aas defined in Condition 5 of the terms and conditions (the “Conditions”) This Acknowledgment of the US$ denominated Zero Coupon Guaranteed Exchangeable Notes due 2010 (the “Notes”) to be issued on 18 January 2005 by First Pacific Finance Limited. References to a particular Condition in this Agreement shall be construed accordingly. Terms used but not defined in this Agreement shall have the meanings given to them in the Conditions. 8.2 The definition of “equivalent” or “equivalent to” shall be amended by adding the following at the end of the definition: Notwithstanding the above and the other provisions of this Agreement, “equivalent” and “equivalent to” shall include, in relation to any Securities lent under federal lawthis Agreement, (A) all such property (or the relevant portion of it, as applicable) as corresponds to the property arising out of or derived or resulting from the Relevant Securities and (B) all such other property (or the relevant portion of it, as applicable), in each case as corresponds to the property which may be deemed or required to comprise all or part of the Exchange Property pursuant to the Conditions, but excluding any such property as may or may be deemed to have ceased to form part of the Exchange Property. In the event of any inconsistency between this Agreement and the provisions of the Conditions referred to in (A) and (B), the provisions of those Conditions shall prevail in determining the effect of this definition.” 8.3 Paragraph (a)(i) of the definition of “Market Value” shall be deleted and replaced with the following: (i) such price as is equal to the market quotation for the bid price of such Securities, Equivalent Securities, Collateral and/or Equivalent Collateral as derived by the Lender from one of the pricing sources listed below in the following order: (a) CREST (b) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇.REUTERS (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement.EXTEL (d) Issuer BLOOMBERG, or” 8.4 Notwithstanding the provisions of Paragraph 3, the terms of each Loan shall be evidenced by the completion and Secured Party agree and acknowledge that any breach signing of a confirmation in a form satisfactory to each of the parties. The following additional provisions shall be added at the end of Paragraph 3: “Subject to the terms of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, thereforeAgreement, upon any such breachrequest by Party A from time to time prior to 17 January 2005, ▇▇▇▇▇▇ ▇▇▇ shall be entitled Party B agrees to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard lend to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereofParty A no more than 700,000 PLDT Shares, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.provided that: (i) This Acknowledgment Agreement may at the time of such request, no Event of Default has occurred and is continuing in relation to Party A; and (ii) the termination date of such Loan shall be executed on 17 February 2005 or such date before 17 February 2005 notified by Party A to Party B.” 8.5 For the avoidance of doubt, the fee payable under Paragraphs 7.1 and 7.3 shall be calculated daily on the basis of the actual number of days in one or more counterparts each of the calendar year in which shall together constitute one and in which the same Acknowledgment Agreementday in question falls. 8.6 Paragraph 8.2 (jLender’s right to terminate a Loan) Secured Party shall be deleted and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound replaced by the termsfollowing: “Subject to Paragraph 10, provisions, and conditions Lender shall not be entitled to terminate a Loan prior to its original termination date. 8.7 Paragraph 9.1 (i) (Borrower’s failure to redeliver Equivalent Securities) shall be amended by the deletion of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractwords “or serve a notice of an Event of Default in accordance with paragraph 14”. 8.8 Paragraph 12(c) shall be amended by the deletion of the words “legal and” in the first line.

Other Provisions. a. The Parties acknowledge and agree that this Agreement is in settlement of potential claims for Loss, and is in no way an admission of liability by any Party with regard to such potential claims, liability for which is expressly denied. b. Each of CW and DTI hereby agree that the terms and conditions of the Mutual Non-Disclosure and Confidentiality Agreement, dated June 12, 1996, between CW and DTI (athe "Confidentiality Agreement") shall survive execution of this Agreement and shall remain in full force and effect. Furthermore, except as provided in Section 5 above, the Parties agree that all communications among the Parties and their respective counsel relating to this Agreement and the subject matter hereof, the terms and conditions of this Agreement, and all negotiations relating thereto, are privileged and confidential and shall not be discussed, commented upon, referred to or disclosed in any manner to anyone other than the Parties and their counsel, accountants and other advisors, unless such disclosure is compelled by a court order or otherwise by law, and shall not, under any circumstances, be disclosed, mentioned or in any manner used in any subsequent proceeding between the parties, except for the purpose of enforcing this Agreement; provided, however, that the parties may disclose, without further comment, that the business relationship between CW, on e one hand, and Subsidiary and DTI, on the other hand, has been voluntarily terminated pursuant to a confidential agreement among the Parties. Notwithstanding the foregoing, CW may disclose the terms of this Agreement to any person or entity that is interested in engaging in a Change of Control transaction with CW and each of CW and DTI may make such disclosure of the terms of this Agreement as is required by applicable law. In addition, each Party shall be entitled to disclose to its employees and contractors the circumstances surrounding the termination of the Merger Agreement. c. This Acknowledgment Agreement shall be construed under federal lawbinding upon each Party and its successors, assigns, and predecessors. (b) d. Each Party hereby represents and warrants to the other Parties that it has the authority and is duly authorized to execute, deliver and perform this Agreement. e. This Acknowledgment Agreement is to be interpreted and governed by the rights laws of Secured Party the State of Maryland. f. All notices, requests, demands and Issuer other communications required or permitted hereunder shall not be assigned in writing and shall be deemed to have been duly given when delivered if by hand, by express delivery or transferred facsimile transmission (with a copy by Issuer mail) or Secured Partythree business days after the same is mailed, by certified or assumed by a third partyregistered mail with postage prepaid: If to CW, without the prior written consent of to: The ▇▇▇▇▇ ▇▇▇▇▇▇▇ Company ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President and CEO With copies to: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Executive Vice President and General Counsel ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇, Flyer & ▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇. ▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ Fax: (c▇▇▇) The parties agree that the rule of contract construction that ambiguities are ▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇. Flyer, Esq. or to be construed against the drafter such other person or address as CW shall not apply furnish to this Acknowledgment AgreementDTI in writing. If to DTI or Subsidiary, to: Trident Rowan Group, Inc. Finprogetti S.p. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose A. ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Fax: ▇▇-▇▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President With a serious risk to the integrity and functioning of the MBS Programcopy to: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Singer & ▇▇▇▇▇▇▇▇▇, that LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law▇▇▇▇, and that, therefore, upon any such breach, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇, Esq. or to such other person or address as DTI shall furnish to CW in writing. g. If, as a result of a breach of any of the provisions of this Agreement, legal action shall be commenced, the prevailing party thereto shall be entitled to obtain injunctive reliefrecover all costs and expenses from the other party, including, without limitation, all reasonable attorneys' fees. (e) h. This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed simultaneously in one or more counterparts counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Acknowledgment Agreementinstrument. i. In the event of the failure by CW to pay any amount owed to DTI under Section 1 hereof when due, or any amount owed to DTI under Section 2 hereof within five (j5) Secured Party business days after same is due, CW hereby irrevocably authorizes and Issuer agree appoints DTI as its true and lawful attorney-in-fact, to acknowledge confess judgment against CW in the full amount so due in favor of DTI in any Court of Record in the State of Maryland. CW expressly waives summons and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant other process and consents to the ▇▇▇▇▇▇ ▇▇▇ Contract, immediate execution of said judgment. The authority herein granted to confess judgment shall not be exhausted by any exercise thereof but shall continue from time to time and agree to be bound at all times until full payment of all amounts due hereunder. CW hereby ratifies and confirms the acts of said attorney-in-fact as fully as if done by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractCW itself.

Other Provisions. The parties further agree that: (a) This Acknowledgment this Agreement shall be construed under federal law. governed by the laws of the State of Nebraska; (b) This Acknowledgment this Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute sets forth the entire agreement of and understanding between the parties with regard respect to the subject matter hereof. (f) This Acknowledgment , and none of the terms of this Agreement may be amended or modified except by a written instrument signed by both parties; (c) a party may waive any rights under this Agreement only by agreement written waiver duly signed by such party, and no failure to exercise or delay in writing exercising a right under this Agreement shall constitute a waiver of all parties. such right; (d) this Agreement shall inure only to the benefit of the parties hereto, and the rights and obligations of each party under this Agreement may not be assigned or delegated without the consent of the other party; (e) no provision of this Agreement shall affect, limit or restrict either party's right to engage in any business in any place and at any time, whatsoever, provided the receiving party does not disclose the Confidential Data in violation of this Agreement; (f) each party agrees not to advertise, or otherwise make known to others, any 78 information regarding this Agreement or the Proposed Relationship except as may be required by law; (g) The recitals neither party makes any representations or warranties as to the accuracy or completeness of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. any Data disclosed hereunder; (h) The the invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the validity or enforceability of any other provisions hereof, and provision of this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. Agreement; (i) This Acknowledgment all notices under this Agreement must be in writing and shall be deemed to have been delivered to and received by a party, and will otherwise become effective, on the date of actual delivery thereof (by personal delivery, express delivery service or certified mail) to the Notice Address of such party set forth below; (j) this Agreement may be executed in one or more counterparts each of which shall together constitute one counterparts; and the same Acknowledgment Agreement. (jk) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contractthis Agreement is dated for all reference purposes October 14, and agree to be bound by the terms1998. LEVEL 3 COMMUNICATIONS, provisionsLLC NATIONAL NETWORK ("LEVEL 3") TECHNOLOGIES, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.LLC ("NNT")

Other Provisions. (a) This Acknowledgment Agreement may be scanned and stored electronically, or stored on computer tapes and disks, as may be practicable (the “Imaged Agreement”). The Imaged Agreement if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties hereto to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party hereto shall object to the admissibility of any Imaged Agreement (or photocopies of the transcription of such Imaged Agreement) on the basis that such were not originated or maintained in documentary form under either the hearsay rule or the best evidence rule. However, nothing herein shall be construed under federal lawas a waiver of any other objection to the admissibility of such evidence. (b) This Acknowledgment P66SF shall in good faith endeavor to promptly notify Customer of any Product spills or other environmentally polluting discharges. Notice may be sent by email to Customer’s scheduler or operational personnel. (c) No waiver by either party hereto of any default under this Agreement and shall be deemed to be a waiver of any future default, whether of a like or a different character. In the rights event that one or more of Secured Party and Issuer hereunder the provisions contained in this Agreement shall be held to be invalid or legally unenforceable in any respect under applicable law, the validity, legality or enforceability of the remaining provisions hereof shall not be assigned affected or transferred by Issuer or Secured Party, or assumed by a third party, without impaired thereby. Each of the prior written consent provisions of this Agreement is hereby declared to be separate and distinct. [The signature page follows.] The parties hereto have executed this Agreement as of the date hereof. ▇▇▇▇▇▇▇▇ 66 ▇▇▇▇▇▇ FRAC LLC BY: Name: ▇▇▇▇▇▇ ▇. ▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇ Title: President ▇▇▇▇▇▇▇▇ 66 COMPANY BY: Name: ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, . ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Title: Executive Vice President, Midstream RECITALS 1 ARTICLE I - DEFINITIONS AND INTERPRETATIONS 1 1.1 Definitions 1 1.2 Interpretations. 5 1.3 Entire Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.5 1.4 Conflicting Provisions 5 ARTICLE II - PREMISES; EASEMENTS; TERM 5 2.1 Premises 5 2.2 Term 5 2.3 Renewal Terms 6 2.4 Termination; Expiration 6

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal law. (b) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured PartySeptember 16, or assumed by a third party, without the prior written consent of ▇▇1997 CONFIRMATION OF INTEREST RATE SWAP TRANSACTION Mr. ▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program▇▇▇, that CFO Vari-Lite, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ shall be entitled Ph#: 214/▇▇▇-▇▇▇▇ Fax#: 214/▇▇▇-▇▇▇▇ Dear ▇▇. ▇▇▇▇▇▇: The purpose of this letter agreement is to obtain injunctive relief. (e) This Acknowledgment Agreement set forth the terms and all Exhibits attached hereto when delivered constitute the entire agreement conditions of the parties with regard Rate Swap Transaction entered into between you and SunTrust Bank, Atlanta on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the subject matter hereof. (f) This Acknowledgment ISDA Master Agreement may to be amended only entered into by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section definitions and paragraph headings provisions contained in the 1991 ISDA Definitions (the "Definitions") published by the International Swap Dealers Association, Inc. ("ISDA") are merely for convenience incorporated by reference to this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. 1. This Confirmation supplements, forms a part of, and is subject to the ISDA Master Agreement (a "Swap Agreement"), as amended and supplemented from time to time, between you and SunTrust Bank, Atlanta. All provisions contained or incorporated by reference in the Swap Agreement shall not govern this Confirmation except as expressly modified below. Prior to the execution and delivery of such Swap Agreement, this Confirmation alone shall constitute a complete and binding agreement with respect to the Transaction. Each party is hereby advised, and each such party acknowledges, that the other party has engaged in (or refrained from engaging in) substantial financial transactions and has taken other material actions in reliance upon the parties' entry in the Transaction to which this Confirmation relates on the terms and conditions set forth below. This Confirmation will be deemed to change governed by and construed in accordance with the meaning laws of the text. (h) State of Georgia applicable to contracts made and wholly performed within the State of Georgia. The invalidity or unenforceability terms of any the particular provision Transaction to which this Confirmation relates are as follows: Type of this Acknowledgment Agreement shall not affect Transaction: Rate Swap Notional Amount: US$ 10,000,000.00 amortizing $250,000 on the other provisions hereof30th of each March, June, September, and this Acknowledgment Agreement shall be construed December beginning September 30, 1997, with adjustment in all respects as if such invalid or unenforceable provision were omittedaccordance with the Modified Following Business Day Convention. Trade Date: September 13, 1996 Effective Date September 17, 1996 Termination Date June 29, 2001, with adjustment in accordance with the Modified Following Business Day Convention. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Secured Party may waive any default, or remedy any default in any reasonable manner, without waiving such default remedied and without waiving any other prior or subsequent default; and Secured Party may waive or delay the exercise of any right or remedy under this Security Agreement shall be construed under federal law.without waiving that right or remedy or any other right or remedy hereunder; (b) This Acknowledgment Security Agreement shall be binding upon, and shall inure to the rights benefit of, the respective heirs, executors, administrators, successors and assigns of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇.parties hereto; (c) The parties agree that Each of the rule foregoing instruments, covenants and warranties on the part of contract construction that ambiguities are the Debtor shall be deemed and construed to be construed against on a continuing basis and shall survive the drafter shall not apply to execution and delivery of this Acknowledgment Security Agreement.; (d) Issuer All notices, requests, demands or other communications provided for herein shall be in writing and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement shall be deemed to have been given when personally delivered or sent by either of them could pose a serious risk (i) registered or certified mail, return receipt requested, (ii) nationally recognized overnight courier service or (iii) facsimile transmission electronically confirmed addressed to the integrity and functioning of parties at their addresses set forth above or to such other person or address as either party shall designate to the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled other from time to obtain injunctive relief.time in writing forwarded in like manner; (e) This Acknowledgment The provisions of this Security Agreement and all Exhibits attached hereto when delivered constitute shall be deemed severable, so that if any provision hereof is declared invalid under the entire agreement laws of any state where it is in effect or of the parties with regard to the subject matter hereof.United States, all other provisions of this Security Agreement shall continue in full force and effect; (f) This Acknowledgment Security Agreement may shall not be modified or amended only by agreement or any provision hereof waived except in writing of all parties.executed by both parties hereto; (g) The recitals of this Acknowledgment Agreement are part of security interest granted herein shall terminate when all the agreement Obligations have been fully paid and are binding on performed. Upon such termination, the parties hereto. The section and paragraph headings are merely for convenience and Secured Party shall not be deemed return the Note to change the meaning of the text.Debtor; and (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment This Security Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one accordance with and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound governed by the termslaws of the State of New York, provisions, and conditions without regard to its conflicts of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractlaw principles.

Other Provisions. (a) GOVERNING LAW This Acknowledgment Separation Agreement shall be construed under federal law. (b) This Acknowledgment and governed according to the laws of the Commonwealth of Massachusetts. FULL DISCLOSURE OF ASSETS AND LIABILITIES The Husband and Wife hereby represent that they have each made full disclosure to the other party of their individual assets. Each party represents that s/he has provided the other with a current financial statement on the form promulgated pursuant to Supplemental Probate Court Rules, Rule 401, which discloses fully and completely all of her/his income, expenses, assets and liabilities. By executing this Separation Agreement, the parties represent that the terms and provisions of this agreement are fair, just and reasonable and are not the product of fraud, coercion or undue influence, and that each signs this agreement freely and voluntarily. Separation Agreement - Page Seven SUBMISSION OF AGREEMENT TO COURT The Husband and Wife each agree that this Separation Agreement shall be submitted to the rights Hampshire Division of Secured Party the Probate and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by Family Court for a third party, without judge's approval of the prior written consent terms and entry of ▇▇▇▇▇▇ ▇▇▇. (c) a Judgment of Divorce. The parties further agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer terms and Secured Party agree and acknowledge that any breach provisions of this Acknowledgment Separation Agreement by either shall be: (Choose one of them could pose a serious risk the following) incorporated and merged into the Judgment of Divorce Nisi of the Court. incorporated, but not merged, into the Court's judgment, and shall survive and remain as an independent contract, except for the terms and provisions relating to the integrity care, custody, support and functioning education of the MBS Programminor child[ren], that ▇▇▇▇▇▇ ▇▇▇ might (attach Schedule A) which terms and provisions shall merge in said Judgment. incorporated, but not have an adequate remedy at lawmerged, into the Judgment of Divorce Nisi, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. remain as an independent contract between the parties. Signed on (eDate) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (fHusband) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. Signed on (gDate) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.Wife)

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal law. (b) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Acknowledgment Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced as evidence of the existence of this Agreement. (jb) Secured Party This Agreement is not an employment agreement between the Company and Issuer agree Indemnitee, and nothing in this Agreement obligates the Company to acknowledge and reaffirm continue Indemnitee in Indemnitee's Official Capacity. (c) Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant Indemnitee to recover against any person for such liability, and Indemnitee shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Company to bring suit to enforce such rights. (d) No supplement, modification, or amendment of this Agreement will be binding unless executed in writing signed by both parties hereto. No waiver of any of the provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar). A waiver made in a signed writing on one occasion is effective only in that instance and does not constitute a waiver on any future occasion or instance. (e) The Company agrees to stipulate in any court or before any arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the ▇▇▇▇▇▇ ▇▇▇ Contractcontrary. (f) Indemnitee's rights under this Agreement shall extend to Indemnitee's spouse, members of Indemnitee's immediate family, and agree to be bound by the termsIndemnitee's representative(s), provisionsguardian(s), conservator(s), estate, executor(s), administrator(s), and conditions trustee(s), (all of whom are referred to as "Related Parties"), as the case may be, to the extent a Related Party or a Related Party's property is subject to a Proceeding by reason of Indemnitee's Official Capacity. (g) To the extent that Indemnitee (i) pays Expenses that the Company is obligated to but does not advance, or (ii) incurs expense, liability, or loss for which the Company is obligated to indemnify Indemnitee, Indemnitee will be subrogated to the Company's rights of recovery against any insurance carrier or other source to the same extent as if the Company had paid such Expense, liability, or loss or advanced such expense under this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractAgreement.

Other Provisions. (a) This Acknowledgment Transfer Agreement shall be construed under federal law. (b) This Acknowledgment Transfer Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned by Secured Party or transferred by Issuer or Secured Party, or assumed by a third party, Transferee without the prior written consent of ▇▇▇▇▇▇ ▇▇▇Mae. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Transfer Agreement. (d) Secured Party and Transferee hereby waive, agree and covenant not to assert or cause to be asserted, directly or indirectly, any argument or position that is contrary to or inconsistent with any recital, representation, warranty, statement, undertaking, covenant, agreement or other provision of this Transfer Agreement or the Acknowledgment Agreement, and Issuer and Secured Party each shall indemnify, defend and hold harmless ▇▇▇▇▇▇ ▇▇▇ from any and all Claims and Losses arising out of Secured Party’s or Transferee’s violation of this paragraph. (e) Secured Party and Transferee agree and acknowledge that any breach of this Acknowledgment Transfer Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ Mae might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Transfer Agreement may be amended only by agreement in writing of all parties. (g) Each party and each person signing on behalf of a party, represents, agrees and acknowledges that such party or person has read and understands this Transfer Agreement in its entirety, that such person or party intends to be legally bound by the same, and that such person or party is fully empowered and has authority to execute this Transfer Agreement. Each of the parties has duly authorized the execution of this Agreement, and all other acts have been performed to make this Agreement the valid, binding, and legal obligations and undertakings of the parties. (h) The recitals of this Acknowledgment Transfer Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (hi) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (ij) This Acknowledgment Agreement may be executed in one or more any number of counterparts and by each party hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same Acknowledgment Agreementagreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) The parties agree that this Agreement prohibits my ability to pursue any Claims or charges against the Released Parties seeking monetary relief or other remedies for myself and/or as a representative on behalf of others. This Acknowledgment agreement does not affect my ability to cooperate with any future ethics, legal or other investigations, whether conducted by the Corporation or any governmental agencies. A determination by a court or arbitrator that any provision of this Agreement is invalid, illegal or unenforceable shall not affect the validity, legality or enforceability of any other provision of this Agreement. With the exception of my Consulting Agreement, this Agreement supersedes any other prior agreements or representations between me and the Corporation as to the subjects covered herein. This Agreement may be modified, supplemented or superseded only in a written document signed by both parties. This Agreement shall be governed by and construed under federal lawin accordance with the laws of the State of Maryland, without giving effect to the choice of law or conflict of law principles thereof. By signing below, in addition to releasing all Claims described herein, I acknowledge that: a) I have been advised to consult with an attorney prior to signing this Agreement; b) I have been given at least 21 days to consider the actual terms of this Agreement. c) I understand that I may revoke this Agreement within seven (b7) This Acknowledgment calendar days from the date of signing, in which case this Agreement shall be null and void and of no force and effect on the rights Corporation or me. I further understand and acknowledge that to be effective, the revocation must be in writing and either personally delivered to the Corporation in the care of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party▇▇▇▇▇ ▇▇▇▇▇▇, or assumed by a third partyVice President, without Human Resources, whose office is located at the prior written consent of following address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are ▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or sent via certified mail, return receipt requested, to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS ProgramLockheed ▇▇▇▇▇▇ Corporation, that ▇Attention: ▇▇▇▇▇ ▇▇▇ might not ▇▇▇▇, Vice President, Human Resources at the same address so that it is received by the Corporation by 5:00 p.m. on or before the seventh (7th) calendar day after I sign this Agreement. d) I have an adequate remedy at lawread this Agreement, and thatI am fully aware of the legal effects of the Agreement. I have chosen to execute the Agreement freely, therefore, without reliance upon any such breachpromises or representations made by the Corporation other than those contained in this Agreement and the Letter. SIGNED this 27th day of May, 2000. /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ____________________________________ -------------------------------------- Signature Printed name ------------------------------------------------------------------------------- ACCEPTED AND AGREED TO BY LOCKHEED ▇▇▇▇▇▇ CORPORATION ON May 27, 2000 (date) BY: /s/ TITLE: Vice President, Human Resources ---------------------------- ------------------------------- ▇▇▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto▇. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ADDENDUM 2 CONSULTANT SERVICES AGREEMENT between LOCKHEED ▇▇▇▇▇▇ ▇▇▇ ContractCORPORATION, a Maryland corporation, (hereinafter "COMPANY"), and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Contract.(hereinafter "CONSULTANT"). In consideration of the promises and mutual obligations hereafter set forth, the parties hereto agree as follows: AGREEMENT ---------

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawinterpreted and enforced in accordance with the internal laws of the State of Delaware. (b) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Acknowledgment Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced as evidence of the existence of this Agreement. (jc) Secured Party This Agreement shall not be deemed an employment contract between the Company and Issuer agree any Indemnitee who is an officer of the Company, and, if Indemnitee is an officer of the Company, Indemnitee specifically acknowledges that Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between Indemnitee and the Company. (d) Upon a payment to acknowledge and reaffirm Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant Indemnitee to recover against any person for such liability, and Indemnitee shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Company to bring suit to enforce such rights. (e) Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Company acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by third parties employing or otherwise affiliated with such Indemnitee (the “Third Party Source”) [, including without limitation certain rights to indemnification, advancement of expenses and/or insurance provided by the [THL/Quadrangle] Investors and certain affiliates that, directly or indirectly, (i) are controlled by, (ii) control or (iii) are under common control with, the THL Investors]. The Company agrees that with respect to any indemnification to which Indemnitee is entitled hereunder that the Company is the indemnitor of first resort and any obligation of the Third Party Source is secondary, and the Company shall be obligated to indemnify Indemnitee hereunder without regard to any rights Indemnitee may have against the Third Party Source. The Company shall not (and shall cause its subsidiaries not to) exercise any rights against the Third Party Source that arise from or relate to the ▇▇▇▇▇▇ ▇▇▇ Contractpayment or performance of the Company’s obligations under this Agreement (or any insurance policies of the Company), including without limitation, rights of contribution, subrogation, reimbursement, indemnification or other right of recovery. If any Third Party Source pays or causes to be paid, for any reason, any amounts otherwise indemnifiable or required to be advanced under this Agreement (or insurance policy), then the Third Party Source shall have the right to be promptly reimbursed by the Company for amounts paid by the Third Party Source, and agree the Third Party Source shall be fully subrogated to the rights of Indemnitee against the Company to payment or advance hereunder. The Third Party Source is a third party beneficiary of the rights under this Section 20(e) and shall be bound by entitled to enforce such provision against the termsCompany. (f) No supplement, provisions, and conditions modification or amendment of this Acknowledgment Agreement and shall be binding unless executed in writing by both parties hereto. No waiver of any of the ▇▇▇▇▇▇ ▇▇▇ Contractprovisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Other Provisions. 18.1 For purposes of enumerating the Purchase Commitment, BTL are pouched in arterial and venous line pairs and each pair is counted as one MDS Product. AVF may be supplied in pairs or individually. Each AVF Code pouched as a pair shall be counted as two (a2) This Acknowledgment each-equivalents for the purpose of this Agreement. All other MDS Products are counted as e▇▇▇▇▇. 18.2 All sales of MDS Products to Schein under this Agreement shall be construed under federal law. (b) This Acknowledgment subject to the provisions of this Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Partysubject to the terms and conditions contained in any Delivery Order of Schein, or assumed confirmation or invoice of MDS except insofar as any such Delivery Order, confirmation or invoice establishes (i) the quantity of Codes ordered for delivery, (ii) the Due Date of such Codes, and (iii) the quantity of Codes to be delivered at each F.O.B. Location. 18.3 This Agreement contains the entire agreement between the parties relating to the MDS Products and all prior proposals, discussions, and writings by and between the parties and relating to the subject matter herein are superseded by this Agreement. None of the terms of this Agreement shall be deemed to be waived by either party or amended unless such waiver or amendment is in writing and is signed by the party to be charged with such waiver or amendment, and such writing recites specifically that it is a third partywaiver of, without or amendment to, the prior written consent terms of this Agreement. 18.4 All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery: If to Schein: General Counsel H▇▇▇▇ ▇▇▇▇▇▇, Inc. 1▇▇ ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are ▇, Melville, NY 11747 If to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS ProgramMDS: President Medisystems Corporation 7▇▇ ▇▇▇▇ ▇▇▇▇▇▇, that ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇, ▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ or to such other address as to which either party may properly notify the other. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery. 18.5 This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. This Agreement shall be assignable by either party with the written consent of the other; provided, however, that either party may assign this Agreement to any entity controlled by or under common control with such party and in such event the assigning party shall provide the other party with written notice of such assignment. 18.6 This Agreement is deemed to have been entered into in the State of New York and its interpretation, construction, and the remedies for its enforcement or breach are to be applied pursuant to and in accordance with the ▇▇▇▇▇▇ ▇▇▇ Contractlaws of the State of New York. 18.7 In the event that a court of competent jurisdiction holds that particular provisions or requirements of this Agreement are in violation of any law, such provisions or requirements shall be enforced and shall remain in full force and effect to the extent they are not in violation of any such law or are not otherwise unenforceable, and agree to be bound by the terms, provisions, all other provisions and conditions requirements of this Acknowledgment Agreement shall remain in full force and the ▇▇▇▇▇▇ ▇▇▇ Contracteffect.

Other Provisions. (a) 9.1 It is further expressly agreed and understood that this document sets forth the entire consideration for this Agreement and that said consideration for this Agreement is contractual and not a mere recital. All agreements and understandings between the Parties are embodied and expressed herein. There are no unwritten oral agreements between the Parties. 9.2 This Acknowledgment Agreement shall inure to the benefit of, and shall be construed binding upon, the Parties and their respective heirs, executors, administrators, trustees, successors, assigns, and all Parties in privity with or claiming under federal lawthem. (b) 9.3 This Acknowledgment Agreement embodies, merges and the rights of Secured Party integrates all prior and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer current agreements and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning understandings of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties Parties with regard respect to the subject matter hereof. (f) This Acknowledgment Agreement , and may not be clarified, modified, changed or amended only by agreement except in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part signed by each and every one of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity signatories hereto or unenforceability of any particular provision of their other authorized representatives; provided, however, nothing in this Acknowledgment Agreement shall not affect the other provisions hereofis intended to, and this Acknowledgment Agreement or shall be construed as, requiring Mobility to obtain consent from any Party other than Comarco with respect to clarifying, modifying, changing or amending the rights granted by Comarco to Mobility in all respects as if such invalid Section 3.1, or unenforceable provision were omittedrequiring Comarco to obtain consent from any Party other than Mobility with respect to clarifying, modifying, changing or amending the rights granted by Mobility to Comarco in Section 3.2. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which 9.4 All representations and warranties contained herein shall together constitute one survive the execution and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions delivery of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractexecution and delivery of any other document or instrument referred to herein. 9.5 The Parties acknowledge that they have had the opportunity to obtain, and have obtained, advice on the terms of this Agreement from independent legal counsel retained to represent them in this matter. None of the Parties has relied upon any representation by the other Parties in executing this Agreement. Each of the Parties has conducted its own analysis regarding and due diligence concerning this Agreement. Each Party hereto agrees that any omissions to state facts concerning the matters covered by this Agreement are of no consequence in the determination to execute this Agreement. Although one Party or the other may have prepared certain of the language in this Agreement, this Agreement is the product of arms-length negotiations between sophisticated Parties. Each Party hereto waives any rule of contract construction whereby an ambiguity would be construed against the drafting Party.

Other Provisions. (a) a. This Acknowledgment Agreement shall be construed under federal lawis for the benefit of the Parties only. (b) This Acknowledgment b. The agreement by a Party to the terms of this Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned construed as an agreement as to any matter of fact or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇law for any other purpose. (c) The parties agree that c. All prior discussions and agreements with respect to the rule subject matter hereof are deemed merged in this Agreement, which alone constitutes the entire agreement between the Parties as to its subject matter. d. This Agreement may be executed in counterparts, and delivered in PDF format by electronic mail, with each counterpart constituting an original version of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment e. This Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute embodies the entire agreement of between the parties with regard Parties, supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. (f) This Acknowledgment Agreement , and may be amended only by an instrument in writing executed jointly by the Parties. f. The Parties recognize that legal damages are not an adequate remedy for any nonperformance under this Agreement and expressly covenant and agree that the rights guaranteed hereunder are enforceable in equity, whether by specific performance or other means. The Parties further hereby covenant and agree that each will not assert as an objection to enforcement of this Agreement that specific performance or other equitable enforcement is not available. g. If, from time to time, either Party does not enforce an obligation under this agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and any one instance, such nonenforcement shall not be deemed construed to change waive a right to future enforcement or to excuse any Party from an obligation under this Agreement. h. All Parties agree to the meaning State of Rhode Island’s disclosure of this Agreement and the terms and conditions of this Agreement, to the public. i. This Agreement shall be enforced, governed by and construed in accordance with the laws of the textState of Rhode Island, without regard to choice of law principles. (h) The invalidity or unenforceability of j. In the event that any particular provision of this Acknowledgment Agreement conflicts with any applicable law, such conflict shall not affect the other provisions hereofhereof that can be given effect without the conflicting provision, and to this Acknowledgment Agreement shall end, the provisions hereof are declared to be construed in all respects as if such invalid or unenforceable provision were omittedseverable. (i) This Acknowledgment Agreement may be executed in one or more counterparts each k. Each of which shall together constitute one the Parties warrants that it is duly authorized and empowered to enter into this Agreement, and the same Acknowledgment Agreementperson executing this Agreement on behalf of each Party warrants that he or she is duly authorized and empowered to do so. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Purchaser: Nelnet Student Loan Trust 2008-4 121 South 13th Street, Suite 201 Lincoln, Nebr▇▇▇▇ ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (c402) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. 458-2301 Facsimile: (d402) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose 458-2294 ▇▇th a serious risk copy to the integrity and functioning of the MBS ProgramTrustee at: Zions First National Bank Corporate Trust Division 717 17th Street, that Suite 301 Denver, Co 80202 ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇. ▇▇▇▇ - ▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇ might not have an adequate remedy at lawTelephone: (▇▇▇) ▇▇▇-▇▇▇5 Facsimile: (720) 947-7480 ▇▇ ▇▇ ▇▇▇ Seller, and that, therefore, upon any such breach, addressed in the manner as ▇▇▇ ▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party and Issuer agree to acknowledge and reaffirm Time is of the rights essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part. (l) No remedy by the terms of ▇▇▇▇▇▇ ▇▇▇ pursuant this Loan Purchase Agreement conferred upon or reserved to the ▇▇▇▇▇▇ ▇▇▇ ContractPurchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, which qualifies as an "eligible lender" trustee under the Higher Education Act, and agree all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and the Indenture Trustee shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and the Indenture Trustee may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Indenture Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the termsPurchaser to the Indenture Trustee, provisionsits provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Indenture Trustee. The foregoing creates a permissive right on behalf of the Indenture Trustee and the Indenture Trustee shall not be under any duties or obligations hereunder. (p) This Loan Purchase Agreement shall inure to the benefit of the Trustee, the Indenture Trustee and their successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee or the Indenture Trustee shall be for the benefit of and run directly to, the Trustee and the Indenture Trustee, and conditions the Trustee and the Indenture Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if each were a party hereto. The foregoing creates a permissive right on behalf of this Acknowledgment the Trustee and the Indenture Trustee, and neither the Trustee nor the Indenture Trustee shall be under any duties or obligations hereunder. (q) If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractIndenture Trustee forecloses on its security interest on the Eligible Loans, then the Indenture Trustee shall assume all duties and obligations of the Purchaser hereunder.

Other Provisions. A. References in this Settlement Agreement to “Sections,” “Paragraphs” and “Exhibits” refer to the Sections, Paragraphs, and Exhibits of this Settlement Agreement unless otherwise specified. B. The Bankruptcy Court (aor in the event the bankruptcy proceeding has been closed or dismissed, the Court) will, subject to Section 26 of this Settlement Agreement, resolve any disputes relating to or arising out of or in connection with the enforcement, interpretation or implementation of this Settlement Agreement. Each of the parties hereto expressly and irrevocably submits to the jurisdiction of the Bankruptcy Court or the Court, as applicable, and expressly waives any argument it may have with respect to venue or forum non conveniens. C. This Acknowledgment Settlement Agreement constitutes the entire agreement between the parties regarding the matters set forth herein, and no representations, warranties or inducements have been made to any party concerning this Settlement Agreement, other than representations, warranties and covenants contained and memorialized in this Settlement Agreement. This Settlement Agreement supersedes any prior understandings, agreements or representations by or between the parties, written or oral, regarding the matters set forth in this Settlement Agreement. D. The captions used in this Settlement Agreement are for convenience of reference only and do not constitute a part of this Settlement Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Settlement Agreement, and all provisions of this Settlement Agreement will be enforced and construed as if no captions had been used in this Settlement Agreement. E. This Settlement Agreement may be executed in two or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the parties to this Settlement Agreement shall be construed under federal lawexchange among themselves original signed counterparts. (b) This Acknowledgment F. No party to this Settlement Agreement and the may assign any of its rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of the other parties, and any purported assignment in violation of this sentence shall be void. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. For purposes of clarification and without limitation as to other beneficiaries, GM is intended to be a third party beneficiary of this Settlement Agreement. G. Each of [New Co], the UAW, the Committee, the Class and the Covered Group shall do any and all acts and things, and shall execute and deliver any and all documents, as may be necessary or appropriate to effect the purposes of this Settlement Agreement. H. This Settlement Agreement shall be construed in accordance with applicable federal laws of the United States of America. I. Any provision of this Settlement Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent any provision of this Settlement Agreement is invalid or unenforceable as provided for in Section 32.J of this Settlement Agreement, it shall be replaced by a valid and enforceable provision agreed to by [New Co] and the UAW, acting on its own behalf and as the authorized representative of the Class and the Covered Group (which agreement shall not be unreasonably withheld) that preserves the same economic effect for the parties under this Settlement Agreement; provided however, that to the extent that such prohibited or unenforceable provision cannot be replaced as contemplated and the consequences of such prohibited or unenforceable provision causes this Settlement Agreement to fail of its essential purpose then this Settlement Agreement may be voided at the sole discretion of the party seeking the benefit of the prohibited or unenforceable provision. Class Counsel is expressly authorized to take all appropriate action to implement this provision. J. In the event that any payment referenced in this Settlement Agreement is due to be made on a weekend or a holiday, the payment shall be made on the first business day following such weekend or holiday. K. In the event that any legal or regulatory approvals are required to effectuate the provisions of this Settlement Agreement, [New Co], the UAW, the Class, and the Committee will fully cooperate in securing any such legal or regulatory approvals. L. Any notice, request, information or other document to be given under this Settlement Agreement to any of the parties by any other party shall be in writing and delivered personally, or sent by Federal Express or other carrier which guarantees next-day delivery, transmitted by facsimile, transmitted by email if in an Adobe Acrobat PDF file, or sent by registered or certified mail, postage prepaid, at the following addresses. All such notices and communication shall be effective when delivered by hand, or, in the case of registered or certified mail, Federal Express or other carrier, upon receipt, or, in the case of facsimile or email transmission, when transmitted (provided, however, that any notice or communication transmitted by facsimile or email shall be immediately confirmed by a telephone call to the recipient.): If to [New Co], addressed to: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ GMNA Vice President of Labor Relations [New Co] ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (c▇▇▇) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning ▇▇▇-▇▇▇▇ in each case with copies to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Office of the MBS ProgramGeneral Counsel [New Co] Mail Code 482-C25-B21 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, that ▇▇ ▇▇▇▇▇-▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Cadawalder, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law▇▇▇▇, and that, therefore, upon any such breach, ▇▇ ▇▇▇▇▇ Attention: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇ shall be entitled ▇. ▇▇▇▇▇▇▇▇▇/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ If to obtain injunctive relief. (e) This Acknowledgment Agreement UAW, addressed to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ General Counsel International Union, United Automobile, Aerospace and all Exhibits attached hereto when delivered constitute the entire agreement Agricultural Implement Workers of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of America ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to: ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇▇▇ Contract& ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Each party may substitute a designated recipient upon written notice to the other parties. IN WITNESS THEREOF, the parties hereto have caused this Settlement Agreement to be executed by themselves or their duly authorized attorneys. By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ [New Co] Mail Code 482-C25-B21 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇ COUNSEL FOR [New Co] Date: By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (P37171) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ COUNSEL FOR INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA Date: By: Date: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇, LLC Pittsburgh North ▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ CLASS COUNSEL Exhibit A: Trust Agreement Exhibit B: Form of Indenture* Exhibit C: [Reserved] Exhibit D: Form of Equity Registration Rights Agreement Exhibit E: Form of Trust Agreement Amendment Exhibit F: 2009 Benefits Changes Exhibit G: National Institute for Health Care Reform Term Sheet Exhibit H: [Reserved] Exhibit I: Form of [New Co] Note* Exhibit J: Form of Preferred Stock Certificate of Designation Exhibit K: Form of Stockholders Agreement** Exhibit L: Form of Warrant *Final form to be agreed between [New Co] and the VEBA in conformity with the VEBA Note Term Sheet attached as Exhibit [ ] to the Master Sale and Purchase Agreement, dated June 1, 2009, by and among [New Co], GM and the other parties thereto (the “MSPA”). **Final form to be agreed among [New Co], the New VEBA, and the other stockholders to be parties thereto, in conformity with the Governance Term Sheet previously furnished to the UAW, with such changes thereto as may be required by the United States Treasury and agreed to by the UAW. EXHIBIT A TRUST AGREEMENT The form of trust agreement attached hereto includes references to Ford Motor Company, Inc. and Chrysler, LLC and to separate class action cases brought against each of those companies by the UAW and a class of each company’s retirees. The form of trust agreement in the attached Exhibit E is designed to accommodate the possibility that settlement agreements are entered into in those cases pursuant to which those companies would also deposit agreed-upon amounts into the trust described in the attached Exhibit

Other Provisions. (a) This Acknowledgment Agreement Subject to the terms and provisions of Section 9.1 (Conditions of Lending) and Section 9.2 (Pre-Petition Defaults; Acceleration; No Waiver of Pre-Petition Defaults) of this Agreement, the parties hereto acknowledge, confirm and agree that the failure of the Debtors to comply with, any of the covenants, conditions and agreements contained herein or in any other agreement, document or instrument at any time executed by the Debtors in connection herewith (in each case, after giving effect to all applicable notice, cure or grace periods) shall be construed constitute an Event of Default under federal lawthe Financing Documents. (b) Neither this Agreement nor any other instrument or document referred to herein or therein may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change waiver, discharge or termination is sought. (c) The headings used herein are for convenience only and do not constitute matters to be considered in interpreting this Agreement. (d) This Acknowledgment Agreement may be executed in any number of duplicate originals or counterparts, each of such duplicate originals or counterparts shall be deemed to be an original and taken together shall constitute but one and the rights same instrument. The parties agree that their respective signatures may be delivered by facsimile. Any party who chooses to deliver its signature by facsimile agrees to provide promptly to the other parties a copy of Secured Party this Agreement with its inked signature. (e) This Agreement shall become effective upon the execution hereof by the Lender and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Partyeach of the Debtors and the due entry of the Interim Financing Order, or assumed by a third partysubject to the provisions hereof. WITNESS: LENDER: BRANCH BANKING AND TRUST COMPANY /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (Seal) ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ , without the prior written consent of Title: Senior Vice President WITNESS: DEBTORS: TVI CORPORATION, Debtor-in-Possession /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Seal) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President and Chief Executive Officer CAPA MANUFACTURING CORP. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that Debtor-in-Possession /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ might not have an adequate remedy at lawBy: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Seal) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and thatPresident SAFETY TECH INTERNATIONAL, thereforeINC., upon any such breach, Debtor-in-Possession /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be entitled to obtain injunctive reliefBy: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Seal) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President SIGNATURE SPECIAL EVENT SERVICES, INC. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of Debtor-in-Possession /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the (Seal) ▇▇▇▇▇▇ ▇. ▇▇ Contract▇▇▇▇▇, President DEBTORS: TVI CORPORATION (“TVI”); CAPA MANUFACTURING CORP. (“Capa”); SAFETY TECH INTERNATIONAL, INC. (“Safety Tech”); and SIGNATURE SPECIAL EVENT SERVICES, INC., formerly named “TVI Holdings One, Inc.” (“Signature TVI”) LENDER: BRANCH BANKING AND TRUST COMPANY (“Lender”) CLOSING DATE: April , 2009 A. LOAN REQUIREMENTS: 1. Budget 2. $25,000 Loan Fee B. LOAN DOCUMENTS:

Other Provisions. (a) 1. This Acknowledgment Agreement is concluded in Polish and in English. It shall be governed by and construed in accordance with the laws of the Republic of Poland. Should any dispute arise, the Polish version shall prevail and be binding upon the Parties. 2. All notices and information between the Parties shall be provided by e-mail, registered letter with return receipt requested or by courier service. In the case of delivery by e-mail, the delivery shall be confirmed by a return e-mail stating that the notice was received, sent immediately upon receipt of the notice or information. In the event of a change of address, a Party shall immediately inform the other Party thereof, or else delivery to the previous address shall be deemed to have been effected on the date of delivery by the postal operator or courier service. 3. If, after 30 days from the commencement of direct negotiations, the Employer and the Contractor are unable to resolve the dispute amicably, each Party may submit the dispute to a common court having jurisdiction over the Employer. 4. In matters not regulated herein, the provisions of the Civil Code and other provisions relevant to the subject of this Agreement shall be construed under federal lawapply. (b) This Acknowledgment 5. Any disputes that may arise in connection with the performance of the Agreement and the rights of Secured Party and Issuer hereunder shall cannot be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without settled amicably shall be submitted for resolution to the prior written consent court having jurisdiction over the registered office of ▇▇▇▇▇▇ ▇▇▇the Employer. (c) 6. The parties Agreement has been drawn up in three counterparts, two for the Employer and one for the Contractor. 7. For the avoidance of any doubts as to the interpretation of the Agreement, the Parties agree that should any part of the rule of contract construction that ambiguities are Agreement prove to be construed against invalid or otherwise legally defective, the drafter remaining provisions of the Agreement shall not apply remain in force and binding on the Parties (severability). 8. The Bid Form completed by the Contractor is an integral appendix to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach 9. If the provisions of the Appendices are in conflict with the provisions of this Acknowledgment Agreement, they shall be interpreted in such a way as to enable the Agreement by either of them could pose a serious risk to be performed to the integrity fullest extent possible, and functioning if this is not possible, the provisions of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedprevail. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Purchaser: Nelnet Student Loan Trust 2007-1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (c▇▇▇) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. ▇▇▇-▇▇▇▇ Facsimile: (d▇▇▇) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose ▇▇▇-▇▇▇▇ with a serious risk copy to the integrity and functioning of the MBS ProgramTrustee at: Zions First National Bank Corporate Trust Division ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇ shall be entitled - VP & Trust Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ If to obtain injunctive relief. (e) This Acknowledgment Agreement the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party and Issuer agree to acknowledge and reaffirm Time is of the rights essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part. (l) No remedy by the terms of ▇▇▇▇▇▇ ▇▇▇ pursuant this Loan Purchase Agreement conferred upon or reserved to the ▇▇▇▇▇▇ ▇▇▇ ContractPurchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, which qualifies as an "eligible lender" trustee under the Higher Education Act, and agree all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and the Indenture Trustee shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and the Indenture Trustee may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Indenture Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the termsPurchaser to the Indenture Trustee, provisionsits provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Indenture Trustee. The foregoing creates a permissive right on behalf of the Indenture Trustee and the Indenture Trustee shall not be under any duties or obligations hereunder. (p) This Loan Purchase Agreement shall inure to the benefit of the Trustee, the Indenture Trustee and their successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee or the Indenture Trustee shall be for the benefit of and run directly to, the Trustee and the Indenture Trustee, and conditions the Trustee and the Indenture Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if each were a party hereto. The foregoing creates a permissive right on behalf of this Acknowledgment the Trustee and the Indenture Trustee, and neither the Trustee nor the Indenture Trustee shall be under any duties or obligations hereunder. (q) If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractIndenture Trustee forecloses on its security interest on the Eligible Loans, then the Indenture Trustee shall assume all duties and obligations of the Purchaser hereunder.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Corporation such additional information concerning the Seller's student loan portfolio as the Corporation may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Corporation or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto, after written consent is obtained from the Facility Agent. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Corporation: Nelnet Education Loan Funding, Inc. 121 South 13th Street, Suite 201 Lincoln, ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (c402) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. 458-2301 Facsimile: (d402) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose 458-2399 with a serious risk copy to the integrity and functioning Trustee at: Wells Fargo Bank Minnesota, National Association Corporate Trust Services 6th & Marquette, N9303-110 Minneapolis, Minnesota 55479 ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Telephone: 612-667-4802 Facsimile: 612-667-2149 if to the Facility Agent: Royal Bank of the MBS ProgramCanada 2711 Centerville Road Wilmington, that Delawar▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled f to obtain injunctive relief. (e) This Acknowledgment Agreement the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party and Issuer agree to acknowledge and reaffirm Time is of the rights essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement may not be amended without prior written consent of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to Bond Insurer. (1) This Loan Purchase Agreement shall not be bound assignable by the termsSeller, provisionsin whole or in part, and conditions without the prior written consent of this Acknowledgment Agreement the Corporation, the Bond Insurer and the ▇▇▇▇▇▇ ▇▇▇ ContractFacility Agent.

Other Provisions. 21.1 Each of the Sellers hereby irrevocably appoints VF and ANBE jointly as its representatives (acollectively the “Sellers’ Representative”) This Acknowledgment and authorises the Sellers’ Representative to act on its behalf in connection with all transactions contemplated by this Agreement and to make and receive all Notices, declarations and statements on its behalf. When acting as the Sellers’ Representative under this Agreement, including giving Notices or otherwise making statements or declarations or taking any other action under or in connection with this Agreement, VF and ANBE have to act jointly and, to the extent they give any Notices, all such Notices have to be signed by both VF and ANBE. Any Notices of the Sellers Representative that are not signed by both VF and ANBE and any other actions or declarations of the Sellers Representative that are not jointly made by VF and ANBE shall be construed null and void, deemed to not have been made, and have no legal effect for purposes of this Agreement. Notwithstanding the foregoing sentences of this clause 21.1, if the Sellers provide to the Buyer any Notice that has been signed by Sellers representing more than 50% of the Shares sold under federal lawthis Agreement, then such Notice shall be deemed to have been given by and on behalf of all Sellers and such Notice may be given instead of any Notice of the Sellers’ Representative, except, however that if the Sellers’ Representative previously had given a valid Notice regarding the same matter, then the Buyer may rely on such Notice and such Notice of the Sellers’ Representative shall prevail over any conflicting subsequent Notice signed by the Sellers. 21.2 Any notice to be given under the Agreement, including with respect to exercising any rights under this Agreement, must be in writing and delivered by hand or sent by registered mail, by fax or by email (bin which case a scanned document duly signed by the respective Parties shall be attached to such email) This Acknowledgment Agreement and to the addresses stated in Schedule 21.2 (“Notice”). 21.3 No Party is entitled to assign, in full or in part, the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, obligations set out in the Agreement without the prior written consent of the other Parties. 21.4 If the Parties agree to amend the Agreement, such agreement must be made in a writing signed by the Parties. 21.5 Unless otherwise explicitly stated in the Agreement, each Party will pay its own costs relating to the negotiations, drafting and conclusion of the Agreement and the fulfilment of the obligations of the Agreement (including all fees for its own legal, financial or other advisors). 21.6 This Agreement shall become effective once signed by all Parties. Until and unless each Party has signed a counterpart, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the Parties hereto and their respective successors and assigns. 21.7 If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 21.8 The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. The Agreement has been executed in 3 original copies (one original for each of Buyer, VF and ANBE) and with copies hereof to all other Sellers. SEPARATE SIGNATURE SHEET TO FOLLOW SIGNATURE SHEET FOR SHARE SALE AND PURCHASE AGREEMENT CONCERNING UNIVERSAL ROBOTS A/S For Teradyne Holdings Denmark ApS: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (by proxy) For Teradyne, Inc. (as Guarantor): /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (cCFO, Vice President) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that For Vækstfonden: /s/ Ulrik Jørring /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, Naldal Ulrik Jørring ▇▇▇▇▇▇ ▇▇▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of Naldal For ANBE af 2006 ApS: For BKI Holding ApS: /s/ ▇▇▇▇▇▇ ▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇ /s/ Clas Nylandsted ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Contract, and agree to be bound ▇▇▇▇ ▇▇▇▇▇▇▇ (CEO) Clas Nylandsted ▇▇▇▇▇▇▇▇ (by the terms, provisions, and conditions of this Acknowledgment Agreement and the proxy) For ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇: For Esben ▇▇▇▇▇▇▇▇▇▇: /s/ Clas Nylandsted ▇▇▇▇▇▇▇▇ Contract./s/ Clas Nylandsted ▇▇▇▇▇▇▇▇ Clas Nylandsted ▇▇▇▇▇▇▇▇ (by proxy) Clas Nylandsted ▇▇▇▇▇▇▇▇ (by proxy) For ▇▇▇▇▇▇ ▇▇▇▇: For Clas Nylandsted ▇▇▇▇▇▇▇▇: /s/ Clas Nylandsted ▇▇▇▇▇▇▇▇ /s/ Clas Nylandsted ▇▇▇▇▇▇▇▇ Clas Nylandsted ▇▇▇▇▇▇▇▇ (by proxy) Clas Nylandsted ▇▇▇▇▇▇▇▇ For ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇: For Niels ▇▇▇▇ Kildemoes: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ Clas Nylandsted ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Clas Nylandsted ▇▇▇▇▇▇▇▇ (by proxy)

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Purchaser: Nelnet Student Loan Trust 2006-3 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (c▇▇▇) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. ▇▇▇-▇▇▇▇ Facsimile: (d▇▇▇) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose ▇▇▇-▇▇▇▇ with a serious risk copy to the integrity and functioning of the MBS ProgramTrustee at: Zions First National Bank Corporate Trust Division ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇ shall be entitled - VP & Trust Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ If to obtain injunctive relief. (e) This Acknowledgment Agreement the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party and Issuer agree to acknowledge and reaffirm Time is of the rights essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part. (l) No remedy by the terms of ▇▇▇▇▇▇ ▇▇▇ pursuant this Loan Purchase Agreement conferred upon or reserved to the ▇▇▇▇▇▇ ▇▇▇ ContractPurchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, which qualifies as an "eligible lender" trustee under the Higher Education Act, and agree all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and the Indenture Trustee shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and the Indenture Trustee may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the termsPurchaser to the Indenture Trustee, provisionsits provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Trustee. The foregoing creates a permissive right on behalf of the Trustee and the Trustee shall not be under any duties or obligations hereunder. (p) This Loan Purchase Agreement shall inure to the benefit of the Trustee, the Indenture Trustee and their successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee or the Indenture Trustee shall be for the benefit of and run directly to, the Trustee and the Indenture Trustee, and conditions the Trustee and the Indenture Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if each were a party hereto. The foregoing creates a permissive right on behalf of this Acknowledgment the Trustee and the Indenture Trustee, and neither the Trustee nor the Indenture Trustee shall be under any duties or obligations hereunder. (q) If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractIndenture Trustee forecloses on its security interest on the Eligible Loans, then the Indenture Trustee shall assume all duties and obligations of the Purchaser hereunder.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Purchaser: Nelnet Student Loan Trust 2005-2 121 South 13th Street, Suite 201 Lincoln, Nebr▇▇▇▇ ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (c402) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. 458-2301 Facsimile: (d402) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose 458-2294 ▇▇th a serious risk copy to the integrity and functioning of the MBS ProgramTrustee at: Zions First National Bank Corporate Trust Division 717 17th Street, that Suite 301 Denver, Co 80202 ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇. ▇▇▇▇ - ▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇ might not have an adequate remedy at lawTelephone: (▇▇▇) ▇▇▇-▇▇▇5 Facsimile: (720) 947-7480 ▇▇ ▇▇ ▇▇▇ Seller, and that, therefore, upon any such breach, addressed in the manner as ▇▇▇ ▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party and Issuer agree to acknowledge and reaffirm Time is of the rights essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part. (l) No remedy by the terms of ▇▇▇▇▇▇ ▇▇▇ pursuant this Loan Purchase Agreement conferred upon or reserved to the ▇▇▇▇▇▇ ▇▇▇ ContractPurchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, which qualifies as an "eligible lender" trustee under the Higher Education Act, and agree all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and the Indenture Trustee shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and the Indenture Trustee may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the termsPurchaser to the Indenture Trustee, provisionsits provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Trustee. The foregoing creates a permissive right on behalf of the Trustee and the Trustee shall not be under any duties or obligations hereunder. (p) This Loan Purchase Agreement shall inure to the benefit of the Trustee, the Indenture Trustee and their successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee or the Indenture Trustee shall be for the benefit of and run directly to, the Trustee and the Indenture Trustee, and conditions the Trustee and the Indenture Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if each were a party hereto. The foregoing creates a permissive right on behalf of this Acknowledgment the Trustee and the Indenture Trustee, and neither the Trustee nor the Indenture Trustee shall be under any duties or obligations hereunder. (q) If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractIndenture Trustee forecloses on its security interest on the Eligible Loans, then the Indenture Trustee shall assume all duties and obligations of the Purchaser hereunder.

Other Provisions. (a) This Acknowledgment Agreement 16.1 Notices to the parties shall be construed under federal law. (b) This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred deemed to have been given when mailed by Issuer or Secured Partycertified mail, commercial carrier, or assumed by a third party, without personal delivery to the prior written consent parties at the following addresses: City of Wichita Genesis Health Clubs Management LLC Park and Recreation Department Attn. ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇ ▇▇ City ▇▇▇▇ 11th Floor ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law▇ 455 N. Main Wichita, KS 67208 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 16.2 This Agreement, including all Exhibits, constitutes the entire understanding between the parties relating to the rights herein granted and the obligation herein assumed and correctly sets forth the rights, duties, and thatobligations of each party to the other as of the date of this Agreement. Any prior Agreements, thereforepromises, upon negotiations or representations regarding the subject matter of this Agreement not expressly set forth in this Agreement are of no force or effect. No alteration or variation of any provision of this Agreement shall be valid unless reduced to writing and signed by both parties. 16.3 This Agreement shall benefit and bind the successors, affiliates and assigns of the party. No course of dealing between the parties and no failure to exercise any right granted, or provision included by this Agreement shall be construed as a waiver of the right to enforce the terms of this Agreement as written. 16.4 This Agreement shall not be assigned by either party without the other’s prior written consent. 16.5 If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect as written, such breachprovision shall be automatically modified to the minimum extent necessary to make it enforceable and the provision as so modified shall be enforced, ▇without invalidating the Agreement as a whole. 16.6 Each party is a valid and legally existing entity and each of the undersigned hereby state that he/she has full authority to enter into this Agreement and hereby accepts this Agreement on behalf of the entities identified below. 16.7 This Agreement may be executed in any number of counterparts, including fax or facsimile transmission or scanned and emailed, and each counterpart shall be deemed to be an original instrument, all such counterparts together shall constitute one (1) instrument. 16.8 This Agreement supersedes any other Agreement between Genesis and the City for the operation of the Facility. 16.9 The effective date of this Agreement is the date of execution by the last party to sign. By: By: Date: Date: Attest: ▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇, City Clerk Approved as to form: ▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract, City Attorney Subject to the requirements and limitations of the Kansas Cash Basis and Budget Laws, and the sufficiency of annual appropriations properly available for such purposes, the City will pay Genesis performance based incentive compensation each year based on the prior year’s annual statement of revenues less expenses as referenced in Section 7.1 above if the performance measure targets are met. This incentive payment will occur on about March 1 of the following year. Performance measures will be two (2) items, net revenue and attendee numbers. The target performance measure for annual net revenue is $10,000. The target performance measure for annual attendance will be measured on public and group skating. During the first year of this agreement an accurate attendance count shall be conducted and established as the attendance target. These performance targets shall increase 2% annually during each year of this agreement. If these targets are met, City agrees to: 1. Pay Genesis 10% of the net income for any amount of net income up to $10,000. 2. Pay Genesis an additional 20% of the net income for any amount of net income over $10,000. During the term of this contract, the contractor or subcontractor, vendor or supplier of the City, by whatever term identified herein, shall comply with the following Non-Discrimination--Equal Employment Opportunity/Affirmative Action Program Requirements: A. During the performance of this contract, the contractor, subcontractor, vendor or supplier of the City, or any of its agencies, shall comply with all the provisions of the Civil Rights Act of 1964, as amended: The Equal Employment Opportunity Act of 1972; Presidential Executive Orders 11246, 11375, 11141; Part 60 of Title 41 of the Code of Federal Regulations; the Age Discrimination in Employment Act of 1967; the Americans with Disabilities Act of 1990 and laws, regulations or amendments as may be promulgated thereunder.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Purchaser: Nelnet Student Loan Trust 2008-1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (c▇▇▇) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. ▇▇▇-▇▇▇▇ Facsimile: (d▇▇▇) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose ▇▇▇-▇▇▇▇ with a serious risk copy to the integrity and functioning of the MBS ProgramTrustee at: Zions First National Bank Corporate Trust Division ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇ shall be entitled - VP & Trust Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ If to obtain injunctive relief. (e) This Acknowledgment Agreement the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party and Issuer agree to acknowledge and reaffirm Time is of the rights essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part. (l) No remedy by the terms of ▇▇▇▇▇▇ ▇▇▇ pursuant this Loan Purchase Agreement conferred upon or reserved to the ▇▇▇▇▇▇ ▇▇▇ ContractPurchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, which qualifies as an "eligible lender" trustee under the Higher Education Act, and agree all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and the Indenture Trustee shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and the Indenture Trustee may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Indenture Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the termsPurchaser to the Indenture Trustee, provisionsits provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Indenture Trustee. The foregoing creates a permissive right on behalf of the Indenture Trustee and the Indenture Trustee shall not be under any duties or obligations hereunder. (p) This Loan Purchase Agreement shall inure to the benefit of the Trustee, the Indenture Trustee and their successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee or the Indenture Trustee shall be for the benefit of and run directly to, the Trustee and the Indenture Trustee, and conditions the Trustee and the Indenture Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if each were a party hereto. The foregoing creates a permissive right on behalf of this Acknowledgment the Trustee and the Indenture Trustee, and neither the Trustee nor the Indenture Trustee shall be under any duties or obligations hereunder. (q) If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractIndenture Trustee forecloses on its security interest on the Eligible Loans, then the Indenture Trustee shall assume all duties and obligations of the Purchaser hereunder.

Other Provisions. (a) This Acknowledgment The Company expressly confirms and agrees that it has entered into this Agreement shall be construed under federal lawand assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of one or more Enterprises, and the Company acknowledges that Indemnitee is relying upon this Agreement in agreeing to serve and continuing to serve as a director or officer of one or more Enterprises. (b) This Acknowledgment The parties hereto intend that this Agreement and the rights shall provide for indemnification in excess of Secured Party and Issuer hereunder shall not be assigned or transferred that expressly permitted by Issuer or Secured Partystatute, or assumed by a third partyincluding, without limitation, any indemnification provided by the prior written consent Company’s Constituent Documents, vote of ▇▇▇▇▇▇ ▇▇▇its shareholders or disinterested directors or applicable law. (c) The This Agreement constitutes the entire agreement between the parties agree hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the rule of contract construction that ambiguities are to be construed against the drafter Company’s Constituent Documents and applicable law, and shall not apply be deemed a substitute therefor, nor to this Acknowledgment Agreementdiminish or abrogate any rights of Indemnitee thereunder. (d) Issuer The indemnification and Secured Party agree and acknowledge that any breach advancement of Expenses provided by or granted pursuant to this Agreement shall apply to Indemnitee’s service as a (i) director or officer of the Company prior to the date of this Acknowledgment Agreement by either and (ii) director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of them could pose a serious risk any other Enterprise which Indemnitee served at the request of the Company prior to the integrity and functioning date of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive reliefthis Agreement. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute Indemnitee agrees promptly to notify the entire agreement of the parties Company in writing upon being served with regard any summons, citation, subpoena, complaint, indictment, information or other document relating to the subject any Proceeding or matter hereof. (f) This Acknowledgment Agreement which may be amended only by agreement in writing subject to indemnification or advancement of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties heretoExpenses covered hereunder. The section and paragraph headings are merely for convenience and failure of Indemnitee to so notify the Company shall not be deemed to change relieve the meaning of the text. (h) The invalidity or unenforceability Company of any particular provision of obligation which it may have to Indemnitee under this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedotherwise. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal law4.1 Amit’s rights pursuant to Section 2 and Section 3 herein are alternative and not cumulative. 4.2 Except to relatives of the first degree and his legal heirs (b) This Acknowledgment Agreement and the “Assignees”), the rights of Secured Party and Issuer Amit hereunder shall not be assigned transferable or transferred by Issuer assignable. 4.3 If, prior to an Exit Event or Secured Partythe consummation of an IPO, Amit shall dispose any of his holdings in the Company absent the approval of Vitalife and IHCV, as long as they hold shares of the Company (such approval not to be unreasonably withheld), or assumed by a third partyin contradiction with the provisions of the Articles of Association then in effect, without the prior written consent then as of ▇▇▇▇▇▇ ▇▇▇such time, Amit or his Assignees shall lose their right to receive any payments under sub-section 2.1(b) above, or rights to receive Additional Options or Shares under Section 3.1 above, as applicable. (c) The parties agree that 4.4 This Fourth Amended and Restated Agreement constitutes the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer full and Secured Party agree entire agreement and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning understanding of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties Parties with regard respect to the subject matter hereof, terminates and replaces in its entirety, as of the date hereof, the Shareholders Agreement, and any other understandings in connection with the subject matter hereof. Each of the Parties hereby waives and relinquishes any and all rights or claims under the Shareholders Agreement. The Company agrees that prior to any future amendment in or to the Articles of Association, Amit shall have the right to consult with his legal advisors. Any such amendment, to which Amit had consented, shall be binding upon and amend the terms of this Fourth Amended and Restated Agreement. (f) This Acknowledgment 4.5 The terms of this Fourth Amended and Restated Agreement may be amended or terminated only by the mutual consent/agreement in writing of all partiesAmit, the Company and the Parties then holding the majority of the outstanding share capital of the Company as required and entitled to amend the Articles of Association of the Company. (g) The recitals of this Acknowledgment Agreement are part of the agreement 4.6 This Fourth Amended and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Restated Agreement may be executed in one or more counterparts any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall constitute one and the same Acknowledgment Agreementinstrument. (j) Secured Party 4.7 This Fourth Amended and Issuer agree to acknowledge Restated Agreement shall be governed by and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant construed according to the ▇▇▇▇▇▇ ▇▇▇ Contractlaws of the State of Israel without regard to the conflict of laws provisions thereof. Any dispute arising under or in relation to this Agreement shall be resolved in the competent courts of Haifa only, and agree each of the parties hereby submits irrevocably to be bound by the terms, provisions, and conditions exclusive jurisdiction of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractsuch courts.

Other Provisions. 20.1 This Agreement, together with the Principles and the Governance Rules, and any other documents which by their terms are expressed to be supplemental to it, even if not made between all parties to this Agreement, constitutes the entire agreement between the parties regarding the subject matter of this Agreement and supersedes all earlier agreements of any kind regarding the same, all of which (except in the case of fraud) are hereby terminated and shall cease to have effect in all respects, and the parties confirm that there are no collateral or supplemental agreements relating to this Agreement other than those (if any) executed contemporaneously with this Agreement. 20.2 Each party acknowledges that it does not rely on, and it has not been induced to enter into this Agreement by, any warranty, representation, statement, agreement or undertaking of any nature whatsoever, other than as are expressly set out in this Agreement. Each party irrevocably and unconditionally waives any right it may have to damages or rescission or any other remedy in respect of any misrepresentation, warranty or undertaking, including by way of a claim or defence based on estoppel by convention, representation or otherwise, not contained in this Agreement or any collateral or supplemental agreement unless such misrepresentation, warranty or undertaking was made fraudulently. 20.3 Subject always to Clause 20.4, in its sole and absolute discretion, any party may waive (in whole or in part) any provision of, or any of its rights under, this Agreement, and may do so unconditionally or subject to any terms which it thinks fit. Unless specifically provided otherwise, the rights and remedies of any person under or pursuant to this Agreement are cumulative, may be exercised as often as such person considers appropriate and are in addition to its rights and remedies under the general law. 20.4 Any variation or waiver of this Agreement shall be void for all purposes unless: (a) This Acknowledgment Agreement shall be construed under federal law.subject as provided below in this Clause 20.4, in the case of a variation it is agreed to in writing or otherwise approved by the relevant number of Signatories as set out in Clause 5.2(b) and (as applicable); or (b) This Acknowledgment In the case of a waiver, it is set out in writing signed by or on behalf of the person granting the waiver. 20.5 Without limiting the generality of Clause 20.3, no party shall lose, or be precluded (permanently or temporarily) from exercising, any right or remedy which is conferred on it by this Agreement and or any right or remedy which it has in connection with this Agreement under the rights general law as a result of Secured Party and Issuer hereunder any delay, acquiescence or lack of diligence on its part in seeking relief or by any act or course of conduct by it which would otherwise imply that it was affirming this Agreement (or a related agreement) after a breach by one or more of the other parties, nor shall any single or partial exercise of any right or remedy preclude the exercise of any other right or remedy. 20.6 If any term or provision of this Agreement is, or becomes, invalid, unenforceable or illegal, in whole or in part, under the laws of any jurisdiction, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the validity, enforceability or legality of the remaining provisions of this Agreement shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇impaired. (c) The parties agree that 20.7 This Agreement shall have effect as a deed from the rule date of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) 20.8 This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only entered into in any number of counterparts and by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section to it on separate counterparts, each of which when so executed and paragraph headings are merely for convenience and delivered shall be an original but shall not be deemed to change effective until each party has executed at least one counterpart, but all the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment instrument. 20.9 Nothing in this Agreement shall create a partnership between the parties hereto or any of them. 20.10 If any of the provisions of this Agreement are inconsistent with or in conflict with any of the provisions of the Governance Rules then the Signatories shall procure that the Governance Rules are amended to conform to the provisions of this Agreement, and the Signatories shall not, to the extent permitted by law, exercise any rights conferred on them by the Governance Rules which are or may be inconsistent or in conflict with this Agreement. 20.11 This Agreement is made for the benefit of the parties hereto and their successors and permitted assigns only and is not intended to benefit, and no term thereof shall be enforceable by, any other person by virtue of the Contracts (jRights of Third Parties) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) 14.1 This Acknowledgment Agreement shall inure to the benefit of and be construed under federal lawbinding upon (i) the Company and its successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, and (ii) the Indemnitee and the Indemnitee's spouse, heirs, and personal and legal representatives. (b) This Acknowledgment 14.2 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; FAX transmission with machine-printed confirmation of delivery; or overnight courier with delivery-tracking capability. Notices to the rights of Secured Party and Issuer hereunder Company shall not be assigned addressed to the Company's general counsel at the Company's then-current principal operating office. Notices to the Indemnitee may be delivered to the Indemnitee in person or transferred by Issuer or Secured Partyto the Indemnitee's then-current home address as indicated on the Indemnitee's pay stubs or, or assumed by a third partyif no address is so indicated, without as set forth in the prior written consent of ▇▇▇▇▇▇ ▇▇▇Company's payroll records. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment 14.3 This Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute sets forth the entire agreement of the parties with regard to concerning the subject matter hereofsubjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement. (f) This Acknowledgment 14.4 Any modification of this Agreement may must be amended only by agreement in writing of and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void. (g) The recitals 14.5 If any provision of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not Agreement, or its application to anyone or under any circumstances, is adjudicated to be deemed to change the meaning of the text. (h) The invalid or unenforceable in any jurisdiction, such invalidity or unenforceability of will not affect any particular other provision or application of this Acknowledgment Agreement shall not affect which can be given effect without the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedor application and will not invalidate or render unenforceable such provision or application in any other jurisdiction. 14.6 This Agreement will be governed and interpreted under the laws of the United States of America and of the State of Texas law as applied to contracts made and carried out in entirely Texas by residents of that State. 14.7 No failure on the part of any party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (iwhether or not similar) nor shall such waiver constitute a continuing waiver. 14.8 This Acknowledgment Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as an officer, director, or employee of the Company (or at the Company's request, of any other enterprise). 14.9 Section headings are for convenience only and shall not define or limit the provisions of this Agreement. 14.10 This Agreement may be executed in one or more counterparts several counterparts, each of which is an original. It shall together constitute not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement manually signed by one party and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant transmitted to the ▇▇▇▇▇▇ ▇▇▇ Contract, other party by FAX or in image form via email shall be deemed to have been executed and agree to be bound delivered by the terms, provisions, and conditions signing party as though an original. A photocopy of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractshall be effective as an original for all purposes.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawThe Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller’s student loan portfolio as the Purchaser may reasonably request. (b) This Acknowledgment The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the rights of Secured Party and Issuer hereunder parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of [Delaware]. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or transferred shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by Issuer either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or Secured Partyupon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or assumed by a third partytelecopy, without addressed as follows: If to the prior written consent of Purchaser: Goal Capital Funding Trust [•]-[•] ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Suite 100 San Diego, CA 92121 Attention: ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose ▇▇▇▇ Telephone: [ ] Facsimile: [ ] with a serious risk copy to the integrity and functioning of the MBS ProgramTrustee at: [•] ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, that ▇▇▇ ▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ shall be entitled Attention: [ ] Telephone: [ ] Facsimile: [ ] If to obtain injunctive relief. (e) This Acknowledgment Agreement the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and all Exhibits attached hereto when delivered constitute the entire agreement name of the parties with regard addressee to which subsequent notices are to be sent to it by notice to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only others given as aforesaid, but any such notice of change, if sent by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and mail, shall not be deemed to change effective until the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omittedfifth day after it is mailed. (i) This Acknowledgment Loan Purchase Agreement may not be executed terminated by either party hereto except in one or more counterparts each of which shall together constitute one the manner and with the same Acknowledgment Agreementeffect herein specifically provided for. (j) Secured Party and Issuer agree to acknowledge and reaffirm Time is of the rights essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part. (l) No remedy by the terms of ▇▇▇▇▇▇ ▇▇▇ pursuant this Loan Purchase Agreement conferred upon or reserved to the ▇▇▇▇▇▇ ▇▇▇ ContractPurchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, which qualifies as an “eligible lender” trustee under the Higher Education Act, and agree all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and the Indenture Trustee shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and the Indenture Trustee may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the termsPurchaser to the Indenture Trustee, provisionsits provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Trustee. The foregoing creates a permissive right on behalf of the Trustee and the Trustee shall not be under any duties or obligations hereunder. (p) This Loan Purchase Agreement shall inure to the benefit of the Trustee, the Indenture Trustee and their successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee or the Indenture Trustee shall be for the benefit of and run directly to, the Trustee and the Indenture Trustee, and conditions the Trustee and the Indenture Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if each were a party hereto. The foregoing creates a permissive right on behalf of this Acknowledgment the Trustee and the Indenture Trustee, and neither the Trustee nor the Indenture Trustee shall be under any duties or obligations hereunder. (q) If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractIndenture Trustee forecloses on its security interest on the Eligible Loans, then the Indenture Trustee shall assume all duties and obligations of the Purchaser hereunder.

Other Provisions. (a5.1 Section 6(f) This Acknowledgment Agreement shall be construed amended by the deletion of the words “(whether or not arising under federal this Agreement, matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation)”, and the substitution therefor of the following words: “under this Agreement. Subject to mandatory provisions of applicable law, set-off under this Section 6(f) shall not extend to any amounts payable (whenever payable and whether payable upon the occurrence of a contingency) to the Payer by the Payee under any other agreement between them.”. 5.2 If a Tax Event occurs and Party A is an Affected Party, Party A shall as a condition to its right to designate an Early Termination Date under section 6(b)(iv), use all reasonable efforts (which will not require Party A to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to: (A) another of its Offices or Affiliates with, in the case of Notes then rated at the request of the Issuer by a Rating Agency, a long term credit rating and/or a short term credit rating of at least that required by the Rating Agency (an “Appropriate Transferee”); or (B) another entity whose obligations under this Agreement have the benefit of a guarantee from an Appropriate Transferee at the time of such transfer, so that such Tax Event ceases to exist. Such a transfer shall be subject to the Trustee having confirmed to Party A that it is satisfied that such rights and obligations have been effectively transferred to, and/or guaranteed, as the case may be, by the Appropriate Transferee and/or guarantor selected by Party A and that all Party B’s right, title, benefit and interest in, to, under and in respect of this Agreement following any such transfer and/or such guarantee in respect of the obligations of Party A or, as the case may be, of the transferee to whom the obligations of Party A are transferred are effectively secured in favour of the Trustee for the benefit of the Noteholders and Receiptholders and Couponholders (and the holders of any Further Notes, and the Receipts and the Coupons appertaining thereto, issued in accordance with Condition 16 of the Terms and Conditions of the Notes and forming a single series with the Notes) in each case in form and substance reasonably satisfactory to the Trustee. In the event of any such proposed transfer and if the Notes are then rated at the request of the Issuer by a Rating Agency, the Calculation Agent shall, on behalf of the Issuer, notify such Rating Agency in writing of such proposed transfer. 5.3 Notwithstanding the provisions of Section 6(b)(iv), if a Tax Event occurs and Party B is an Affected Party, Party B shall not be entitled to terminate this Agreement pursuant to Section 6(b)(iv) if Condition 7(d)(3) is applicable. In such a case however, this Agreement and the Transaction hereunder shall terminate automatically on the date on which the Notes fall due for redemption in accordance with Condition 7(d)(3) of the Conditions of the Notes (unless otherwise terminated earlier in accordance with the provisions of this Agreement). Party B undertakes to notify Party A promptly of the passing of an Extraordinary Resolution (as defined in the Conditions of the Notes) by the Noteholders that the Notes should be redeemed prior to their stated maturity date pursuant to such Condition 7(d)(3) of the Terms and Conditions of the Notes. (bA) This Acknowledgment There shall be added to the end of the last sentence of the first paragraph of Section 6(b)(ii) of the Agreement the following words: “, provided that, if Party A is the Affected Party and the rights Notes are then rated at the request of Secured an Issuer by a Rating Agency, the Rating Agency is notified of such proposed transfer.” and thereafter, the following sentence: “If Party B is the Affected Party it will use all reasonable endeavours to procure the substitution as principal obligor under this Agreement of a company incorporated in another jurisdiction approved by Party A and the Trustee in accordance with the provisions of Clause 16 of the Trust Deed so that such Termination Event ceases to exist, provided that if the Notes are then rated at the request of the Issuer hereunder by a Rating Agency, the Rating Agency is notified of such proposed substitution.” (B) There shall be added to the end of Section 6(b)(ii) and to the end of Section 6(b)(iii) the following sentence: “In any event any transfer to avoid a Termination Event or any action to avoid a Termination Event shall be subject to the condition that if the Notes are then rated at the request of the Issuer by a Rating Agency, the Rating Agency is notified of such proposed transfer or action and confirms that the then current rating of the Notes by the Rating Agency shall not be assigned or transferred by Issuer or Secured Party, or assumed by a third party, without adversely affected thereby.” (C) There shall be inserted after the words “the prior written consent of ▇▇▇▇▇▇ ▇▇▇. the other party” in the final paragraph of Section 6(b)(ii) the following words: “and of the Trustee”, and after the words “which consent” in such Section the following words: “(c) The parties agree that in the rule case of contract construction that ambiguities are a consent to be construed against the drafter shall not apply given by a party to this Acknowledgment Agreement)”. (d) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (i) This Acknowledgment Agreement may be executed in one or more counterparts each of which shall together constitute one and the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.

Other Provisions. (a) 4.1 This Acknowledgment Settlement Agreement is the entire agreement between and among the parties hereto and no modification hereof shall be construed under federal law. (b) This Acknowledgment Agreement effective unless in writing and signed by the rights of Secured Party and Issuer hereunder shall not be assigned party against whom or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are which it is sought to be construed against enforced. This Settlement Agreement supersedes all prior understandings, negotiations and agreements between and among the drafter shall not apply parties to the extent they are inconsistent with this Acknowledgment Settlement Agreement. (d) Issuer and Secured Party agree and 4.2 The parties acknowledge that each bears co-extensive and identical responsibility for the language and for any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might ambiguity or alleged ambiguity contained herein. Any ambiguity will not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive relief. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. (f) This Acknowledgment Agreement may be amended only by agreement in writing of all parties. (g) The recitals of this Acknowledgment Agreement are part of the agreement and are binding on the parties hereto. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as if such invalid favor of or unenforceable provision were omittedagainst either party. (i) 4.3 This Acknowledgment Settlement Agreement may be executed in one or more counterparts counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Acknowledgment Agreementinstrument. (j) Secured 4.4 In the event any provision of this Settlement Agreement is deemed unenforceable for any reason whatsoever or is deemed unenforceable as against any person or entity for any reason whatsoever, then the remainder of this Settlement Agreement shall be enforced as against all other parties and entities, in whole or in part, as permitted by applicable law. 4.5 This Settlement Agreement shall be governed by the laws of the State of Wyoming. 4.6 Any controversy or claim arising out of or related to this Settlement Agreement or the breach thereof shall be settled by arbitration, in accordance with the rules then existing of the American Arbitration Association and judgment upon the award may be entered in any court having jurisdiction thereof. 4.7 This Settlement Agreement shall be binding upon and shall inure to the benefit of all successors, assigns, subsidiaries, divisions, affiliates, attorneys, agents, representatives, employees, directors, officers and shareholders of each party hereto. 4.8 Each of the parties hereto acknowledges that the consideration that it has given or received hereunder is sufficient consideration for the covenants, undertakings, forebearances and promises contained herein. Each party agrees that this Settlement Agreement has been negotiated in good faith, at arm's length, and with advice of counsel. 4.9 It is expressly understood and agreed that the acceptance of the above-mentioned consideration is in full accord and satisfaction of the disputed claims which could have been asserted by the parties in a civil court action. The payment of such consideration is not to be construed in any way as an admission of liability on the part of either party. 4.10 Should any Party employ attorneys to enforce against another Party hereto any provision hereof or to protect its interest or recover damages from the other Party hereto for breach of this Agreement, the non-prevailing Party in any action or part thereof agrees to pay the prevailing Party all reasonable costs, damages and Issuer agree to acknowledge and reaffirm the rights of expenses including attorneys' fees expended or incurred in connection herewith. 4.11 ▇▇▇▇▇▇ ▇▇▇ pursuant and the Executive agree that they shall execute such further documents and enter into such further agreements and deliver such documents and supply such information that shall be necessary or appropriate or convenient to accomplish the purposes of this Settlement Agreement without any other compensation or consideration paid thereto. 4.12 ▇▇▇▇▇▇ ▇▇▇ Contractand the Executive respectively represent and warrant that they have not heretofore assigned or transferred, and agree or attempted to assign or transfer, to any person, firm, corporation or other entity any of the claims which are intended to be bound by the terms, provisions, released and conditions of discharged pursuant to this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractSettlement Agreement.