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 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 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 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) 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. 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 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) 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 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. (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) This Acknowledgment The Participant understands and agrees that payments under this Agreement shall not be construed used for, or in the determination of, any other payment or benefit under federal lawany continuing agreement, plan, policy, practice or arrangement providing for the making of any payment or the provision of any benefits to or for the Participant or the Participant’s beneficiaries or representatives, including, without limitation, any employment agreement, any change of control severance protection plan or any employee benefit plan as defined in Section 3(3) of ERISA, including, but not limited to qualified and non-qualified retirement plans. (b) This Acknowledgment Agreement The Participant agrees and the rights understands that, upon payment of Secured Party and Issuer hereunder shall Shares under this Agreement, stock certificates (or other indicia of ownership) issued may be held as collateral for monies he/she owes to Company or any of its Affiliates, including but not be assigned limited to personal loan(s) or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇Company credit card debt. (c) The parties agree that RSUs, Shares and the rule Participant’s interest in RSUs and Shares may not be sold, assigned, transferred, pledged or otherwise disposed of contract construction that ambiguities are or encumbered at any time prior to be construed against the drafter shall not apply Participant’s becoming entitled to payment of Shares under 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 With respect to the integrity and functioning right to receive payment of the MBS ProgramShares under this Agreement, nothing contained herein shall give the Participant any rights that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive reliefare greater than those of a general creditor of the Company. (e) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement The obligations of the parties Company under this Agreement are unfunded and unsecured. Each Participant shall have the status of a general creditor of the Company with regard respect to the subject matter hereofamounts due, if any, under this Agreement. (f) This Acknowledgment The parties to this Agreement intend that this Agreement meet the applicable requirements of Section 409A of the Code and recognize that it may be amended only necessary to modify this Agreement and/or the Plan to reflect guidance under Section 409A of the Code issued by agreement the Internal Revenue Service. Participant agrees that the Board shall have sole discretion in writing determining (i) whether any such modification is desirable or appropriate and (ii) the terms of all partiesany such modification. (g) The recitals of Participant shall become a party to this Acknowledgment Agreement are part by accepting the Award either electronically or in writing in accordance with procedures 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 textBoard, its delegates or agents. (h) The invalidity Nothing in this Agreement or unenforceability the Plan shall confer upon the Participant the right to continue to serve as a director 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 omittedCompany. (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 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 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. 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) 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 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) 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. 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) 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) 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. 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. 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 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. (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 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) 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 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 and Issuer agree to acknowledge and reaffirm the rights of ▇This Agreement shall not be deemed an employment contract between F▇▇▇▇▇ ▇▇▇ pursuant to the ▇Mae and any Indemnitee who is an officer of F▇▇▇▇▇ M▇▇▇ Contract, and agree to be bound by the termsand, provisions, and conditions if Indemnitee is an officer of this Acknowledgment Agreement and the ▇F▇▇▇▇▇ Mae, 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 F▇▇▇▇▇ ContractM▇▇. (d) Upon a payment to Indemnitee under this Agreement, F▇▇▇▇▇ Mae 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 F▇▇▇▇▇ M▇▇ 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. (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 FHFA will be governed by the standards set forth in FHFA’s final rule on Indemnification Payments, 12 CFR 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 F▇▇▇▇▇ Mae and Indemnitee that the obligations undertaken by F▇▇▇▇▇ M▇▇ hereunder are the sole and exclusive responsibility of F▇▇▇▇▇ Mae. (i) In the event conservatorship is terminated, this Agreement shall remain in full force and effect.

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 2003-1 121 South 13th Street, Suite ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ ▇▇▇▇▇▇ion: Terry J. Heimes ▇▇▇▇▇▇one: (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 ▇▇▇▇▇▇ile: (d402) Issuer and Secured Party agree and acknowledge that any breach of this Acknowledgment Agreement by either of them could pose a serious risk 458-2399 ▇▇▇▇ ▇ ▇▇▇▇ to the integrity and functioning of the MBS ProgramTrustee at: Zions First National Bank Corporate Trust Division 717 17th Street, that Suite 301 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ion: David W. Bata - VP & Trust Of▇▇▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, Telephone: (303) 296-6339 ▇▇▇▇▇▇ ▇▇▇ shall be entitled ile: (303) 296-6516 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 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 The Receiving Party does not acquire any intellectual property rights under this Agreement shall except the limited rights necessary to carry out the purposes as set forth in this Agreement. Subject to the obligations of this Agreement, no Party will be construed under federal law. (b) This Acknowledgment precluded from developing technology independently or pursuing business opportunities similar to those covered by this Agreement, but without use of the Confidential Information, whereas the terms of this Agreement and the rights of Secured Party and Issuer hereunder shall may not be assigned interpreted to limit either Party's right to provide or transferred by Issuer offer to provide products or Secured Partyservices similar to those that the other Party may offer, or assumed prevent either Party from entering into similar discussions with unrelated third parties, provided that such products, services and discussions do not breach the obligations imposed by this Agreement. Neither Party has an obligation under this Agreement to purchase or sell any service or item from or to the other Party. Each Party acknowledges that monetary damages are an inadequate remedy and that a Party may be irreparably injured 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 the other Party and that the non-breaching Party may, in addition to any other remedies available, seek injunctive relief to restrain any conduct or threatened conduct which is or will be a breach of them could pose this Agreement, and/or specific performance to compel the breaching Party to perform its obligations under this Agreement, as a serious risk to remedy for any breach or threatened breach. A Party may seek such injunctive relief and/or specific performances in any competent court or by other means available. This Agreement is made under and shall be governed by the integrity and functioning substantive law of the MBS Programcountry of the seat of ITW signing this Agreement, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at lawwithout regard to its conflict of law provisions. All disputes or claims arising out of or in connection with this Agreement, and thatincluding disputes relating to its validity, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ termination or nullity, shall be entitled to obtain injunctive relief. finally settled under the Rules of Arbitration (eVienna Rules) This Acknowledgment Agreement and all Exhibits attached hereto when delivered constitute the entire agreement of the parties with regard to the subject matter hereof. Vienna International Arbitral Centre (fVIAC) 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 Austrian Federal Economic Chamber by three arbitrators appointed in accordance with the parties heretosaid Rules. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning place 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 arbitration 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 Vienna. The language to be bound by used in the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractarbitral proceedings shall be English.

Other Provisions. (a) This Acknowledgment Agreement shall The Seller shall, at its or the Parent's expense, execute, or cause to be construed under federal lawexecuted, all other documents and take, or cause to be taken, all other steps as may be requested by the Purchaser or the Purchaser Trustee from time to time to effect the sale hereunder of the FFELP Loans. (b) This Acknowledgment Loan Purchase Agreement, including the Exhibits hereto, sets forth the entire understanding among the parties hereto as to the subject matter set forth herein. The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and the rights of Secured Party and Issuer hereunder signed by parties hereto. Inaction or failure to demand strict performance shall not be assigned deemed a waiver. (c) This Loan Purchase Agreement shall be governed by the laws of the State of New York, without giving effect to principles of conflicts of law. (d) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (e) 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. (f) 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. (g) 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 telecopy, addressed as follows: If to the Purchaser: [Purchaser] [Address] [Address] Attention: ____________ Telephone: ____________ Facsimile: ____________ with a third partycopy to: [Delaware Trustee] [Address] Attention: ____________ Telephone: ____________ Facsimile: ____________ with a copy to the Purchaser Trustee at: [Insert Trustee] [Address] [Address] Attention: ____________ Telephone: ____________ Facsimile: ____________ If to the Seller: [Purchaser] [Address] [Address] Attention: ____________ Telephone: ____________ Facsimile: ____________ with a copy to the Seller Trustee at: [Insert Trustee] [Address] [Address] Attention: ____________ Telephone: ____________ Facsimile: ____________ [If to the Parent: [Insert Name] [Address] [Address] Attention: ____________ Telephone: ____________ Facsimile: ____________ Any party may change the address and name of the addressee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be effective until the fifth day after it is mailed. (h) This Loan Purchase Agreement may not be terminated by either party hereto except in the manner and with the effect herein specifically provided for. (i) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part, 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 AgreementPurchaser. (j) Secured Party and Issuer agree to acknowledge and reaffirm No remedy by the rights 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. (k) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Purchaser Trustee, which qualifies as an "eligible lender" trustee under the Higher Education Act, as directed by the Purchaser, and agree all references herein to the Purchaser shall incorporate by this reference the fact that the Purchaser Trustee will be bound acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (l) The parties hereto acknowledge that credit providers of the Purchaser, through an indenture or other financing arrangement, shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, 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. (m) [It is expressly understood and agreed by the termsparties to this Agreement that (a) this Agreement is executed and delivered by [Delaware Trustee] ("___"), provisionsnot individually or personally but solely as Delaware Trustee of ____________ (the "Issuer"), in the exercise of the powers and conditions authority conferred and vested in it as Delaware Trustee, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by ___ but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on ___, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to this Acknowledgment Agreement and by any person claiming by, through or under the ▇▇▇▇▇▇ ▇▇▇ Contractparties to this Agreement and (d) under no circumstances shall ___ be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other document.]

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) 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 2004-3 121 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 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. (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) 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) 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) 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 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 law. (b) This Acknowledgment 3.1 AFI hereby restates and confirms each of the representations, warranties and covenants contained in the Credit Agreement and the rights other Loan Documents, as modified by this Amendment, and confirms and agrees that it has no defenses, offsets or counterclaims with respect thereto. Without limitation of Secured Party the preceding sentence, AFI represents and Issuer hereunder shall not be assigned or transferred by Issuer or Secured Party, or assumed warrants that this Amendment and the Additional Loan Documents have been executed and delivered by a third partyrepresentative of AFI and each Subsidiary Guarantor that is a party thereto who is duly authorized to do so and that the same are valid and binding on each. 3.2 AFI agrees to reimburse Agent for all expenses incurred by Agent and Lenders in connection with the preparation, execution, delivery and performance of this Amendment, including, without the prior written consent limitation, for reasonable fees of ▇▇▇▇▇▇ ▇▇▇legal counsel to Agent. (c) The parties agree that the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to 3.3 Except as expressly modified by 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 ProgramAmendment, 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, terms and conditions of the Notes, the Credit Agreement, and the other Loan Documents shall remain in full force and effect as they were immediately prior to the execution and delivery of this Acknowledgment Amendment, and those terms and conditions as modified are incorporated herein by this reference and shall govern this Amendment in all respects. Upon the effectiveness of this Amendment, each reference in the Credit Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractother Loan Documents to the “Credit Agreement” shall mean and be deemed a reference to the Credit Agreement as modified by this Amendment. 3.4 This Amendment may not be modified in any respect except in writing signed by the party charged with such modification. This Amendment constitutes the final, complete and exclusive agreement among Agent, Lenders and AFI concerning its subject matter and neither the Agent, Lenders nor AFI are relying on any oral agreements or understandings of any nature whatsoever with respect thereto. 3.5 This Amendment shall be effective notwithstanding that it is executed in counterparts, and a facsimile or other reproduction of a signature of any party to it shall be effective to the same extent as the manual signature of such party, but such party shall furnish its manually signed signature pages to each other party promptly upon request of such other party. 3.6 This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky.

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. 6.7 THE BORROWER AND THE LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE BORROWER AND THE LENDER MAY BE PARTIES, ARISING 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. 6.8 Each of MHW SPV II, LLC and MHW Partners, LP hereby (ji) Secured Party and Issuer agree to acknowledge and reaffirm appoint MHW SPV II, LLC as agent for the rights purpose of ▇▇▇▇▇▇ ▇▇▇ pursuant to any financing statements or other filings on behalf of the ▇▇▇▇▇▇ ▇▇▇ ContractLender, (ii) appoint the other as agent for the purpose of perfecting the Lender’s security interest in assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control, and (iii) agree to that any action taken under Section 5 hereunder shall be bound upon the mutual agreement of each such Person. 6.9 This Agreement amends and restates, but does not satisfy nor act as a novation of the obligations under, relating to, or in connection with, that certain Security Agreement dated February 2, 2015 (the “Existing Agreement”), executed and delivered by the termsBorrower in favor of MHW SPV II, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ ContractLLC.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal lawa. Each signatory agrees, with respect to each other signatory, to bear its own costs regarding preparation and review of this agreement. (b) b. This Acknowledgment Agreement and the rights of Secured Party and Issuer hereunder shall agreement may not be assigned modified, altered or transferred amended except by Issuer or Secured Party, or assumed instruments in writing executed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇all parties hereto. (c) The parties agree that c. In the rule event 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 legal action or administrative or other proceedings, arising out of any breach, interpretation or application of this Acknowledgment Agreement by either of them could pose a serious risk to agreement, the integrity and functioning of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any prevailing party in such breach, ▇▇▇▇▇▇ ▇▇▇ action shall be entitled to obtain injunctive reliefrecover from the non-prevailing party in such action its court costs and reasonable attorneys' fees relating to such action. (e) d. This Acknowledgment Agreement is made and all Exhibits attached hereto when delivered constitute entered into the State of California and shall be interpreted and enforced under and pursuant to the laws of the State of California. e. This agreement, and any attachments hereto, constitutes and contains the entire agreement and understanding concerning the subject matter between the parties and supersedes and replaces all prior negotiations, proposed agreements or agreements, whether written or oral. f. Each signatory to this agreement acknowledges that the signatory has had the opportunity to seek legal advice and has obtained legal advice as to whether to enter into this agreement on the terms stated herein. g. Each signatory acknowledges to each other signatory that no other signatory or agent or attorney of any signatory has made any promise, representation or warranty whatsoever, express or implied, written or oral, not contained herein to induce him to execute this agreement, and each of the signatories acknowledges that he has not executed this agreement in reliance of any promise, representation or warranty not contained herein. h. Whenever in this agreement the context so requires, the masculine general term shall be deemed to refer to and include the feminine and neuter, and the singular to refer to and include the plural. i. This agreement may be executed in counterparts. j. Each party to this agreement warrants, represents and agrees that they have not assigned or transferred, to any person, corporation, or other entity, any item or matter purported to be transferred hereunder, and each party hereto agrees to indemnify each other party against liability, loss, damage, cost or expense, including reasonable attorneys' fees, arising out of or resulting from any breach of the aforesaid representation and warranty. k. This agreement shall inure to the benefit of each of the parties with regard to hereto, and it shall be binding upon each of the subject matter hereofparties, and their respective heirs, assigns, representatives and successors. (f) l. This Acknowledgment Agreement may be amended only by has been a jointly drafted 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 textinterpreted for or against any party hereto. (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. (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) 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 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 The effective date of the Contract is date of signature of the Contract by both contracting Parties. The Customer may set off any of its receivables against the Contractor in connection with this Contract unilaterally. The Contractor may not set off any of its receivables against the Customer in connection with this Contract other than by written agreement of the Parties. The waiver of a right to remedy a breach of any provision of the Contract, as well as other relevant contracts, shall not imply and not imply the waiver of any right to remedy any other breach of such provision of the Contract or any other provision, even if these are of the same nature. The non-exercise of a right shall not imply the waiver of same. The Contractor hereby confirms that it finds all the Clauses contained in this Contract to be construed under federal law. (b) This Acknowledgment Agreement intelligible, are not disadvantageous for it and that this Contract does not deviate from the usual terms and conditions agreed upon in similar cases. The contracting Parties have agreed that the provisions of Section 1799 and Section 1800 of the Civil Code, on adhesion agreements, governing references to business terms and conditions contained in standard form contracts and defining unintelligible or particularly disadvantageous clauses and the rights conditions of Secured Party and Issuer hereunder their validity, shall not apply to a contractual relationship established by the Contract. The Contractor assumes the risk of a change in circumstances within the meaning of Section 1765 of the Civil Code. The Parties hereby declare and confirm that represent to be assigned or transferred by Issuer or Secured Partybusiness undertakings and not consumers. None of the Parties considers itself to be a “weaker party to contract” within the meaning of the Civil Code and both Parties have had sufficient opportunity to familiarize themselves with the text and the contents of the Contract. Both Parties understand the provisions hereof fully and consider these provisions to have been sufficiently negotiated and not especially disadvantageous. The Parties declare that this contract expresses their real, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇. and free will, that its contents is sufficiently intelligible and certain to them. This Contract, including its Annexes, is the only valid agreement between the Parties, and any commitment or communication, oral or written, bid invitation and offer prior to the signing of this Contract, which is not expressly included in this Contract and its Annexes, is hereby annulled and rendered without any value whatsoever. All Annexes of this Contract form an integral part of this Contract. In case the text of the Contract will be different from the wording of any of the Annexes, the relevant wording will be the wording of the Contract. If any of the provisions of this Contract become invalid, unenforceable or illegal in part or in whole, the remaining provisions shall remain in force unchanged and the Parties shall meet as soon as possible, and in good faith, agree to accept a lawful provision being the closest to the aim of the Contract and that has an equal economic effect. This Contract may be executed and varied (a) in physical form with wet ink signatures, (b) in electronic form using DocuSign, Adobe Sign or other similar standardized solutions, (c) The parties agree that by exchanging electronic copies (scans) of the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to this Acknowledgment Agreement. executed Contract or an amendment thereto or (d) Issuer and Secured Party agree and acknowledge that by any breach of this Acknowledgment Agreement by either of them could pose a serious risk to the integrity and functioning combination of the MBS Program, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon foregoing. This Contract or 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 amendment thereto may be executed in one or more counterparts each any number of which shall together constitute one and counterparts. Conclusion of the same Acknowledgment Agreement. (j) Secured Party and Issuer agree to acknowledge and reaffirm Contract. Clause 49.1 [●] 0 Delivery of the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant original Performance Security to the ▇▇▇▇▇▇ ▇▇▇ Contract, and agree to be bound Customer. Clause 25.1 Not later than fourteen (14) days after signing (concluding) the Contract 0 [●] Delivery of documents for construction readiness by the termsContractor to the Customer. Clause 3.3(a) of Annex 2 (Scope of Work) 15. 1. 2025 [●] Completion of basic engineering and delivery of the related documents by the Contractor to the Customer. Clause 3.3(b) of Annex 2 (Scope of Work) 31. 2. 2025 [●] [●] Delivery of documents for installation of the Equipment by the Contractor to the Customer. Clause 3.3(c) of Annex 2 (Scope of Work) 9. 6. 2025 [●] Complete delivery of the First Part of the Equipment Clause 2.2(a) and 6.1 31. 5. 2026 [●] Complete delivery of the Second Part of the Equipment to the Site Clause 2.2(b) and 6.1 31. 5. 2026 [●] Complete delivery of the Third Part of the Equipment to the Site Clause 2.2(c) and 6.1 31. 7. 2026 [●] Successful completion of Cold Commissioning of furnaces for the Billet casting line (contained in the First Part of the Equipment) by the Contractor and notification to the Customer with request to execute the respective protocol; execution of protocol on successful completion of the Cold Commissioning. Clause 22.1(b) [●] [●] Successful completion of Cold Commissioning of furnaces for the 1. and 2. Strips casting line (contained in the Second Part of the Equipment) by the Contractor and notification to the Customer with request to execute the respective protocol; execution of protocol on successful completion of the Cold Commissioning. Clause 22.1(b) [●] [●] Successful completion of Cold Commissioning of furnaces for the 3. and 4. Strips casting line (contained in the Third Part of the Equipment) by the Contractor and notification to the Customer with request to execute the respective protocol; execution of protocol on successful completion of the Cold Commissioning. Clause 22.1(b) [●] [●] Successful completion of Hot Commissioning of furnaces for the Billet casting line (contained in the First Part of the Equipment) by the Contractor and notification to the Customer with request to execute the respective protocol; execution of protocol on successful completion of the Hot Commissioning. Clause 22.1(c) 18. 9. 2026 [●] Successful completion of Hot Commissioning of furnaces for the 1. and 2. Strips casting line (contained in the Second Part of the Equipment) by the Contractor and notification to the Customer with request to execute the respective protocol; execution of protocol on successful completion of the Hot Commissioning. Clause 22.1(c) 25. 9. 2026 [●] Successful completion of Hot Commissioning of furnaces for the 3. and 4. Strips casting line (contained in the Third Part of the Equipment) by the Contractor and notification to the Customer with request to execute the respective protocol; execution of protocol on successful completion of the Hot Commissioning. Clause 22.1(c) 20. 11. 2026 [●] Successful completion of the Initial Operation Tests of furnaces for the Billet casting line (contained in the First Part of the Equipment) by the Contractor. Clause 22.1(d) [●] [●] Successful completion of the Initial Operation Tests of furnaces for the 1. and 2. Strips casting line (contained in the Second Part of the Equipment) by the Contractor. Clause 22.1(d) [●] [●] Successful completion of the Initial Operation Tests of furnaces for the 3. and 4. Strips casting line (contained in the Third Part of the Equipment) by the Contractor. Clause 22.1(d) [●] [●] Execution of the Project Closing Certificate and hand-over of all the Equipment to the Customer. Clause 1.1 Clause 22.1(f) Clause 22.1(g) Clause 22.1(i) 31. 1. 2027 (Contractual Completion Date) [●] Delivery of the original General Warranty Bond to the Customer. Clause 25.2 Clause 22.1(h) 31. 1. 2027 [●] Execution of the Post-Warranty Control Certificate. Clause 22.2(b) [●] (subject to extensions in compliance with the Contract) [●] (subject to extensions in compliance with the Contract) To the extent not specified herein, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contractdeadlines provided in the Customer’s tender documentation shall apply.

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 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 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 transactions contemplated thereby, in each case, arising prior to the subject matter date hereof. (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. ‌ 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 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. 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) This Acknowledgment Agreement shall be construed under federal lawTHIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties, provided that the Company may assign this Agreement to any entity to which the Company transfers substantially all of its assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) Except as otherwise provided in Paragraph 7 hereof, all payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf 11 Mr. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ January 18, 2000 Page 11 of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b) of this Agreement. (e) This Acknowledgment Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties hereto or their legal representatives and authorized by action of the rights Board of Secured Party Directors. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and Issuer hereunder shall not be assigned deemed to have been duly given when delivered or transferred mailed by Issuer United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or Secured Partyits address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or assumed by a third partyto such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, without except that until any notice of change of address is received, notices shall be sent to the prior written consent of following addresses: IF TO YOU: IF TO THE COMPANY: Char▇▇▇ ▇. ▇▇▇▇▇▇ Dynegy Inc. 46 W▇▇▇▇▇▇▇ ▇▇▇. (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▇▇ 1000 ▇▇▇▇▇▇▇▇▇, 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.Hous▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Chief Executive Officer (g) The recitals If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Acknowledgment Agreement, but this Agreement are shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provisions or part thereof shall be reformed so that it would be valid, legal and enforceable 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 textmaximum extent permitted by law. (h) The invalidity Neither you nor the Company will make or unenforceability of authorize any particular provision of this Acknowledgment Agreement shall not affect public statement disparaging the other provisions hereofin its or his business interests and affairs. Notwithstanding the foregoing, and this Acknowledgment Agreement neither party shall be construed (i) required to make any statement which it or he believes to be false or inaccurate, or (ii) restricted in all respects as if such invalid connection with any litigation, arbitration or unenforceable provision were omittedsimilar proceeding or with respect to its response to any legal process. The provisions in this Paragraph 9(h) shall survive the termination of your employment hereunder, irrespective of the reason therefor. (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 The waiver by the terms, provisions, and conditions Company of breach of any provision of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.by you shall not operate or be construed as a waiver of any subsequent breach by you. The

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 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 Third 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 Third Amended and Restated Agreement. (f) This Acknowledgment 4.5 The terms of this Third 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 Third 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 Third 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, exclusive jurisdiction of such courts. [Signature Page to the Amended and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.Restated Shareholders Agreement]

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 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) A▇▇ ▇▇▇. (c) The parties agree that ▇ to enforce any of its terms. Notwithstanding the rule of contract construction that ambiguities are to be construed against the drafter shall not apply to foregoing, 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 varied or terminated by agreement in writing between the Parties or this Agreement may be rescinded (in each case) without the consent of all partiesany such Affiliates. (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) 6.7 This Acknowledgment Agreement may be executed in one or more counterparts counterparts, each of which will be deemed to be an original copy of the Agreement, and all of which, when taken together, shall together be deemed to constitute one and the same Acknowledgment Agreementagreement. 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. (j) Secured Party 6.8 This Agreement shall be governed by and Issuer agree to acknowledge construed in accordance with English law and reaffirm the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant subject to the ▇▇▇▇▇▇ ▇▇▇ Contractexclusive 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 Facility Agent notifies the Parent Company if a currency is approved as an Optional Currency in accordance with Clause 4.4 (Conditions relating to Optional Currencies) - - U-4 Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) U-3 2.00pm U 9.30am U-1 2.00pm U-3 2.00pm Facility Agent determines (in relation to a Utilisation) the Base Currency Amount of the Loan, and agree to be bound by if required under Clause 5.4 (Lenders’ participation) U-3 3.30pm U 10.00am U-1 3.30pm U-3 3.30pm Facility Agent notifies the terms, provisions, and conditions Lenders of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.Loan in accordance with Clause 5.4 (Lenders’ participation) U-3 5.00pm U 10.30am U-1 3.30pm U-3 5.00pm LIBOR is fixed Quotation Day as of 11:00 a.m. London time Quotation Day as of 11:00 a.m. Quotation Day as of 11:00 a.m. Quotation Day as of 11:00 a.m.

Other Provisions. (a) This Acknowledgment 3.1 Both Parties hereby confirm that the Agreement is in full force and effect, including as modified hereby. 3.2 As amended hereby, the Agreement shall remain in full force and effect. 3.3 This Third Amendment will be construed under federal lawand the respective rights of the Parties determined in accordance with the substantive Laws of the State of Delaware, notwithstanding any Laws governing conflicts of Laws to the contrary. (b) This Acknowledgment Agreement 3.4 As stated in its Code of Ethics and the rights of Secured Party and Issuer hereunder shall not be assigned or transferred by Issuer or Secured PartyBusiness Conduct, or assumed by a third party, without the prior written consent of F▇▇▇▇▇▇▇▇ upholds the values of quality, honesty and integrity, innovation and improvement, respect and dignity, as well as lawful conduct, especially with regard to anti-bribery and anti-corruption. Fresenius upholds these values in its own operations, as well as in its relationships with business partners. F▇▇▇. (c) The parties agree that the rule of contract construction that ambiguities are ▇▇▇▇▇’ continued success and reputation depends on a common commitment 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 act accordingly. This Third Amendment has been reviewed by either of them could pose a serious risk to the integrity and functioning of the MBS Program, that H▇▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at lawand its advisors and Fresenius and its advisors. The parties agree that this Third Amendment is the product of all their efforts, and thatthat it should not be interpreted in favor of any one party merely because of its efforts in preparing it, therefore, upon any such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive reliefand that both parties are entering into this Third Amendment in good faith. (e) This Acknowledgment Agreement 3.5 The Parties acknowledge and agree that the effect of this Third Amendment is that Humacyte will have the sole right to Develop, conduct all Exhibits attached hereto when delivered constitute regulatory matters relating to, and Commercialize the entire agreement Distribution Product on a worldwide basis, and that Fresenius will have no obligations to Develop, conduct any regulatory matters relating to, or Commercialize the Distribution Product. For clarity, the foregoing does not limit Fresenius’s obligations under Section 3.1 of the parties with regard to the subject matter hereofAgreement. (f) This Acknowledgment Agreement may 3.6 Except as expressly set forth in this Third Amendment or the Agreement, no Person other than the Parties and their respective Affiliates and permitted assignees hereunder will be amended only by agreement in writing deemed an intended beneficiary hereunder or have any right to enforce any obligation of all partiesthis Third Amendment or the Agreement. (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) 3.7 This Acknowledgment Agreement Third Amendment may be executed in one two or more counterparts counterparts, including by facsimile of PDF signature pages, each of which shall will be deemed an original, but all of which together will constitute one and the same Acknowledgment Agreementinstrument. (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 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 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 the 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. (a) This Acknowledgment The Participant understands and agrees that payments under this Agreement shall not be construed used for, or in the determination of, any other payment or benefit under federal lawany continuing agreement, plan, policy, practice or arrangement providing for the making of any payment or the provision of any benefits to or for the Participant or the Participant’s beneficiaries or representatives, including, without limitation, any employment agreement, any change of control severance protection plan or any employee benefit plan as defined in Section 3(3) of ERISA, including, but not limited to qualified and non-qualified retirement plans. (b) This Acknowledgment Agreement The Participant agrees and the rights understands that, upon receipt of Secured Party and Issuer hereunder shall Shares under this Agreement, stock certificates (or other indicia of ownership) issued may be held as collateral for monies he/she owes to Company or any of its Affiliates, including but not be assigned limited to personal loan(s) or transferred by Issuer or Secured Party, or assumed by a third party, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇Company credit card debt. (c) The parties agree Except as provided in Subparagraphs 4(b) and 4(c), in the event that the rule of contract construction that ambiguities are Participant experiences a Separation from Service prior to be construed against the drafter shall not apply Participant’s becoming vested in the Shares under this Agreement, the Award and the Shares subject to this Acknowledgment AgreementAgreement shall be immediately forfeited and returned to the Company without payment of additional consideration. (d) Issuer Restricted Stock, Shares and Secured Party agree the Participant’s interest in Restricted Stock and acknowledge that Shares may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered at any breach of this Acknowledgment Agreement by either of them could pose a serious risk time prior 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 reliefShares becoming vested under this Agreement. (e) This Acknowledgment The Participant hereby automatically becomes a party to this Agreement and all Exhibits attached hereto when delivered constitute whether or not he or she accepts the entire agreement Award electronically or in writing in accordance with procedures of the parties with regard to the subject matter hereofBoard, its delegates or agents. (f) This Acknowledgment Nothing in this Agreement may be amended only by agreement in writing or the Plan shall confer upon the Participant the right to continue to serve as a director of all partiesthe Company. (g) The recitals of Participant hereby acknowledges that nothing 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 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 requiring the Board or unenforceable provision were omittedCommittee to allow a Domestic Relations Order with respect to this Award. (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 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) 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 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 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. (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. (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) 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) 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 2.02-1M. 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 2.02-1.

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 text. (h) The invalidity or unenforceability of any particular provision of this Acknowledgment Agreement shall not affect the other provisions hereofTHE PARTIES DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, 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 ▇▇▇▇▇▇ ▇▇▇ ContractAND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, and agree to be bound by the terms, provisions, and conditions of this Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Contract.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. LEGAL02/39302758v7

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. (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) 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 shall 13.1. If any of the parties does not use any of the rights or powers it owns under this Agreement, it will not be construed under federal lawconsidered to have waived that right or other rights it owns hereunder. (b) This Acknowledgment 13.2. If any of the conditions specified in this Agreement is declared invalid or if it becomes possible to declare it invalid, the parties may come to mutual agreement to amend or cancel that condition. In this case, however, this Agreement as a whole and the rights of Secured Party and Issuer hereunder shall remaining conditions hereof will not be assigned affected. 13.3. All stamp tax, duties, levies and expenses incurring for the execution of this Agreement will be paid by COMPANY, 1/3 thereof will be invoiced to TAB GIDA, and 1/3 thereof will be invoiced to REKLAM ÜSSÜ. 13.4. Headings have been inserted in this Agreement for reference purposes only and will not affect the interpretation of this Agreement. 13.5. The addresses stated in Article 1 above are the parties’ respective legal addresses, so that notices sent to each legal address will be considered duly served on the addressee party unless that party gives a written address change to the other party. Notices sent to any of these legal addresses will be considered duly served on the addressee party even if they are returned to the sender party. 13.6. The parties may come to a mutual agreement to delete and/or amend any article of this Agreement or transferred any annex enclosed hereto. Any amendment or addition to this Agreement or any annex enclosed hereto will not be valid unless it is executed in writing and signed by Issuer the parties. 13.7. This Agreement contains the conditions agreed upon by and between the parties about the subject hereof and replaces all previous written or Secured Partyverbal agreements, or assumed contracts and offers executed by a third partyand between the parties and containing the conditions specified in this Agreement. 13.8. Additional agreements which might be executed in the future will be considered integral part to this Agreement. This Service Agreement is dated 01/01/2011 and consists of 13 articles and 3 annexes, without and the prior written consent 3 annexes listed below constitute an integral and inseparable part of ▇this agreement. (signed/sealed) /s/ ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇ /s/ Recep Caner Dikici ATP TICARI BILGISAYAR AGI VE ELEKTRIK GÜÇ KAYNAKLARI ÜRETIM VE PAZ. TIC. A.S. (csigned/sealed) 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 ▇/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, /s/ Ayberk Kuday REKLAM ÜSSÜ REKLAM AJANSI PROD. ▇▇▇. ORG. SAN. DIS TIC. A.S. (signed/sealed) /s/ Ertuğrul Kurdoğlu /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 ▇▇▇▇▇▇ ▇▇▇ 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) Conditions to Effectiveness: This Acknowledgment Agreement Transaction shall be construed under federal law. (b) This Acknowledgment effective if and only if Shares are sold by the Agent on or after the Trade Date and on or before the Hedge Completion Date pursuant to the Sales Agreement. If the Sales Agreement is terminated prior to any such sale of Shares thereunder, the parties shall have no further obligations in connection with this Transaction, other than in respect of breaches of representations or covenants on or prior to such date. For the avoidance of doubt, if the Sales Agreement is terminated prior to the Hedge Completion Date, this Confirmation shall remain in effect with respect to any Shares that had been sold by the Agent on or after the Trade Date and prior to such termination. Interpretive Letter: Party B agrees and acknowledges that the rights Transaction is being entered into in accordance with the October 9, 2003 interpretive letter from the staff of Secured Party the Securities 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 Exchange Commission to ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ & Co. (the “Interpretive Letter”). Party B represents that it is eligible to conduct a primary offering of Shares on Form S-3 and that the offering contemplated by the Sales Agreement complies with Rule 415 under the Securities Act. Representations, Warranties and Agreements of Party B: Party B hereby represents and warrants to, and agrees with, Party A as of the date hereof that: (a) Party B represents to Party A on the Trade Date and on any date that Party B notifies Party A that Cash Settlement or Net Share Settlement applies to this Transaction, that (A) Party B is not aware of any material nonpublic information regarding Party B or the Shares, (B) each of its filings under the Securities Act, the Exchange Act or other applicable securities laws that are required to be filed have been filed and that, as of the date of this representation, when considered as a whole (with the more recent such filings deemed to amend inconsistent statements contained in any earlier such filings), there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (C) Party B is neither entering into this Confirmation nor making any election hereunder to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of the Exchange Act. EXHIBIT B-12 (b) Any Shares, when issued and delivered in accordance with the terms of the Transaction, will be duly authorized and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights. (c) The parties agree that Party B has reserved and will keep available at all times, free from preemptive rights, out of its authorized but unissued Shares, solely for the rule purpose of contract construction that ambiguities are to issuance upon settlement of the Transaction as herein provided, the maximum number of Shares as shall be construed against issuable at such time upon settlement of the drafter shall not apply to this Acknowledgment AgreementTransaction as set forth below under the heading “Maximum Share Delivery”. All Shares so issuable shall, upon such issuance, be accepted for listing or quotation on the Exchange. (d) Party B agrees to provide Party A at least ten Scheduled Trading Days’ written notice (an “Issuer and Secured Repurchase Notice”) prior to executing any repurchase of Shares by Party agree and acknowledge B or any of its subsidiaries (or entering into any contract that would require, or give the option to, Party B or any breach of this Acknowledgment Agreement by either its subsidiaries, to purchase or repurchase Shares), whether out of them could pose a serious risk profits or capital or whether the consideration for such repurchase is cash, securities or otherwise (an “Issuer Repurchase”), that alone or in the aggregate would result in the Base Amount Percentage (as defined below) being (i) equal to the integrity and functioning or greater than 7.5% of the MBS Programoutstanding Shares or (ii) greater by 0.5% or more than the Base Amount Percentage at the time of the immediately preceding Issuer Repurchase Notice (or in the case of the first such Issuer Repurchase Notice, that ▇▇▇▇▇▇ ▇▇▇ might not have an adequate remedy at lawgreater by 0.5% or more than the Base Amount Percentage as of the later of the date hereof or the immediately preceding Settlement Date, if any). The “Base Amount Percentage” as of any day is the fraction (1) the numerator of which is the aggregate of the Base Amount and that, therefore, upon each “Base Amount” (as defined in the applicable Additional Confirmation and any additional Share Forward Transaction or other equity derivative transaction under any outstanding Additional Transactions and (2) the denominator of which is the number of Shares outstanding on such breach, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to obtain injunctive reliefday. (e) This Acknowledgment Agreement No filing with, or approval, authorization, consent, license registration, qualification, order or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the execution, delivery and all Exhibits attached hereto when delivered constitute performance by Party B of this Confirmation and the entire agreement consummation of the parties with regard Transaction (including, without limitation, the issuance and delivery of Shares on any Settlement Date) except (i) such as have been obtained under the Securities Act, and (ii) as may be required to the subject matter hereofbe obtained under state securities laws. (f) This Acknowledgment Agreement may Party B agrees not to make any Issuer Repurchase if, immediately following such Issuer Repurchase, the Base Amount Percentage would be amended only by agreement in writing of all partiesequal to or greater than 8.0%. (g) The recitals of this Acknowledgment Agreement are part Party B is not insolvent, nor will Party B be rendered insolvent as a result of the agreement and are binding on the parties heretoTransaction. The section and paragraph headings are merely for convenience and shall not be deemed to change the meaning of the text.EXHIBIT B-13 (h) The invalidity Neither Party B nor any of its affiliated purchasers (within the meaning of Rule 10b-18 under the Exchange Act) shall take or unenforceability refrain from taking any action (including, without limitation, any direct purchases by Party B or any of its affiliated purchasers or any particular provision purchases by a party to a derivative transaction with Party B or any of its affiliated purchasers), either under this Acknowledgment Agreement shall Confirmation, under an agreement with another party or otherwise, that could reasonably be expected to cause any purchases of Shares by Party A or any of its affiliates in connection with any Cash Settlement or Net Share Settlement of the Transaction not affect to meet the other provisions hereof, and this Acknowledgment Agreement shall be construed in all respects as requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act if such invalid or unenforceable provision purchases were omitted.made by Party B. (i) This Acknowledgment Agreement may be executed Party B will not engage in one or more counterparts each of which shall together constitute one and any “distribution” (as defined in Regulation M under the same Acknowledgment AgreementExchange Act (“Regulation M”)) that would cause a “restricted period” (as defined in Regulation M) to occur during any Unwind Period. (j) Secured Party B (i) is capable of evaluating investment risks independently, both in general and Issuer agree with regard to acknowledge the Transaction; (ii) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and reaffirm (iii) has total assets of at least USD 50 million as of the rights date hereof. (k) Party B acknowledges and agrees that: (i) during the term of ▇▇▇▇▇▇ ▇▇▇ the Transaction, Party A and its Affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to the Transaction; (ii) Party A and its Affiliates may also be active in the market for the Shares and Share-linked transactions other than in connection with hedging activities in relation to the Transaction; (iii) Party A shall make its own determination as to whether, when or in what manner any hedging or market activities in Party B’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the 10b-18 VWAP; (iv) any market activities of Party A and its Affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and 10b-18 VWAP, each in a manner that may be adverse to Party B; and (v) the Transaction is a derivatives transaction in which it has granted Party A the right, under certain circumstances, to receive cash or Shares, as the case may be; Party A may purchase Shares for its own account at an average price that may be greater than, or less than, the effective price paid by Party B under the terms of the Transaction. EXHIBIT B-14 (l) The assets of Party B do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (m) Party B shall, at least one day prior to the first day of any Unwind Period, notify Party A of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the ▇▇▇▇▇▇ ▇▇▇ Contractonce-a-week block exception contained in Rule 10b-18(b)(4) by or for Party B or any of its affiliated purchasers during each of the four calendar weeks preceding the first day of the Unwind Period and during the calendar week in which the first day of the Unwind Period occurs (“Rule 10b-18 purchase”, “blocks” and “affiliated purchaser” each being used as defined in Rule 10b-18). (n) During any Unwind Period, Party B shall (i) notify Party A prior to the opening of trading in the Shares on any day on which Party B makes, or expects to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to Party B (other than any such transaction in which the consideration consists solely of cash and there is no valuation period), (ii) promptly notify Party A following any such announcement that such announcement has been made, and agree (iii) promptly deliver to Party A following the making of any such announcement information indicating (A) Party B’s average daily Rule 10b-18 purchases (as defined in Rule 10b-18) during the three full calendar months preceding the date of the announcement of such transaction and (B) Party B’s block purchases (as defined in Rule 10b-18) effected pursuant to paragraph (b)(4) of Rule 10b-18 during the three full calendar months preceding the date of the announcement of such transaction. In addition, Party B shall promptly notify Party A of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders. (o) Party B is not, and after giving effect to the transactions contemplated hereby will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (p) Without limiting the generality of Section 13.1 of the 2002 Definitions, Party B acknowledges that Party A is not making any representations or warranties or taking any position or expressing any view with respect to the treatment of the Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements) or under FASB’s Liabilities & Equity Project. (q) Party B understands that no obligations of Party A to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate of Party A or any governmental agency. (r) Party B is not aware of any federal, state or local (including non-U.S. jurisdictions) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Party A or its affiliates owning or holding (however defined) Shares as part of its hedging activities in connection with the Transaction, other than Sections 13 and 16 under the Exchange Act. EXHIBIT B-15 (s) Upon obtaining knowledge of the occurrence of any event that would constitute an Event of Default, a Potential Event of Default or a Potential Adjustment Event, Party B will so notify Party A in writing within one Scheduled Trading Day; provided, however, that should Party B be in possession of material non-public information regarding Party B, Party B shall so notify Party A without communicating such information to Party A. (t) Party B (i) has such knowledge and experience in financial and business affairs as to be bound by capable of evaluating the termsmerits and risks of entering into the Transaction, provisions(ii) has consulted with its own legal, financial, accounting and tax advisors in connection with the Transaction, and conditions (iii) is entering into the Transaction for a bona fide business purpose. (u) Ownership positions of this Acknowledgment Agreement Party B’s common shares held by Party A or any of its affiliates solely in its capacity as a nominee or fiduciary do not constitute “beneficial ownership” by Party A for the purposes of Article VII of the Articles of Amendment and Restatement of Party B, as amended and supplemented (the “Articles”), including without limitation Section 7.2 thereof. Covenants of Party B: Subject to the provisions of “Private Placement Procedures” below, the parties acknowledge and agree that any Shares delivered by Party B to Party A on any Settlement Date will be newly issued Shares and when delivered by Party A (or an affiliate of Party A) to securities lenders from whom Party A (or an affiliate of Party A) borrowed Shares in connection with hedging its exposure to the Transaction will be freely saleable without further registration or other restrictions under the Securities Act, in the hands of those securities lenders, irrespective of whether such stock loan is effected by Party A or an affiliate of Party A. Accordingly, subject to the provisions of “Private Placement Procedures” below, Party B agrees that the Shares that it delivers to Party A on each Settlement Date will not bear a restrictive legend and that such Shares will be deposited in, and the ▇▇▇▇▇▇ ▇▇▇ Contractdelivery thereof shall be effected through the facilities of, the Clearance System.

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 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 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. (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. (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) 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.

Other Provisions. (a) This Acknowledgment Agreement shall be construed under federal law. (b) This Acknowledgment 3.1 The parties acknowledge and agree that this Consulting Agreement and General Release contains the rights full, final and complete agreement, understandings and representations of Secured Party the parties with respect to the topics contained herein, including but not limited to ▇▇. ▇▇▇▇▇▇▇’▇ consulting arrangement and Issuer hereunder shall not be assigned or transferred by Issuer or Secured the terms of his resignation from any position with any Released Party, and it supersedes and extinguishes all prior or assumed by a third partycontemporaneous written or oral contracts, without the prior written consent of negotiations, agreements, representations, inducements or policies between ▇▇. ▇▇▇▇▇▇▇ ▇▇▇and DUSA or any other Released Party, except for the provisions of the various stock option and restricted stock award agreements which remain in full force and effect. (c) 3.2 The parties agree that the rule of contract construction that ambiguities are this Consulting Agreement and General Release is to be governed by, construed against and enforced, in all respects, in accordance with the drafter laws of the State of New Jersey, exclusive of any choice of law rules. Any dispute concerning this Consulting Agreement and General Release shall be brought in, and the parties hereby consent to the personal jurisdiction of the courts of the State of New Jersey (to the extent that subject matter jurisdiction exists only). 3.3 This Consulting Agreement and General Release may be modified, altered or terminated only by an express written agreement between DUSA and ▇▇. ▇▇▇▇▇▇▇, which agreement must be signed by both parties or their duly authorized agents, and expressly reference and attach a copy of this Consulting Agreement and General Release to be effective. 3.4 Any party’s waiver of a breach of any provision hereof shall not apply to this Acknowledgment Agreementoperate or be construed as a waiver of any subsequent breach by any party. (d) Issuer 3.5 The article headings contained herein are for convenience only and Secured Party agree and acknowledge that shall not in any breach way affect the interpretation, construction or enforceability of any provision of this Acknowledgment Consulting Agreement by and General Release. 3.6 If any provision of this Consulting Agreement and General Release is determined to be invalid or unenforceable, either of them could pose a serious risk in whole or in part, in any jurisdiction or forum, the parties hereby waive such provision to the integrity extent that it is found to be invalid and functioning unenforceable. Such provision shall, to the extent allowable by law, be modified, so that it becomes enforceable. Any such modification shall not affect the validity or enforceability of any other provision of this Consulting Agreement and General Release, all of which shall remain in full force and effect. 3.7 This Consulting Agreement and General Release may be executed in more than one counterpart, and each counterpart shall be considered an original, but all of which together shall constitute one and the MBS Program, that same. 3.8 This Consulting Agreement and General Release shall not be assignable by ▇▇. ▇▇▇▇▇▇▇ but it shall be binding upon his heirs, estate, executors, administrators and legal representatives. This Consulting Agreement and General Release shall be freely assignable by DUSA without restriction and without the need for any additional consent from ▇▇▇ might not have an adequate remedy at law, and that, therefore, upon any such breach, . ▇▇▇▇▇▇▇ ▇▇▇ and shall be entitled to obtain injunctive reliefdeemed automatically assigned by DUSA upon the company’s purchase by, or merger or consolidation with, any other entity. (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) 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. (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.