Common use of Purchase Price Clause in Contracts

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.

Purchase Price. The purchase price (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") for equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the mortgage loans shall consist sum of: (i) the greater of (aA) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash in the amount of [___________]% on hand of the aggregate scheduled principal balance thereof Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the cut-off Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), plus accrued (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the rate Reference Rate in effect from time to time from the Closing Date until the date of 6.00% per annum on the mortgage loans such payment, in pool I and 5.50% per annum on the mortgage loans cash in pool II, from and including the cut-off date immediately available funds by wire transfer to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable a bank account designated in writing by CMSI Seller prior to the Seller on due date thereof. (e) If the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as such repayment to an "Overpayment"), then within five (5) Business Days after the Underwriter. Upon payment final determination of the Final Statement and the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey reimburse to CMSI without recourse all of the Seller's right, title and interest in and Buyer an amount equal to the mortgage loansOverpayment, including all together with interest and principal received or receivable thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by the Seller on or with respect wire transfer to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted a bank account designated in writing by Buyer prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementdue date thereof.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in the amount of [___________]___% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) The aggregate purchase price for the Acquired Company Securities and the Casablanca Option payable by the Buyer to Sellers shall be $294,392,470 (the “Base Purchase Price”), consisting of: (i) an amount in cash equal to $161,440,791 (the “Cash Consideration”); (ii) $50,820,000 (the “Initial Stock Value”), increased or decreased in accordance with Sections 2.1 and 2.2 (such adjusted Initial Stock Value, the “Adjusted Stock Value,” and such adjustments, the “Closing Adjustments”), in the form of a number of shares of Buyer Common Stock (such shares, the “Stock Consideration”) calculated pursuant to Section 2.1(b), of which $25,000,000 of the Stock Consideration shall constitute the consideration for the Casablanca Option; (iii) $59,353,561 of Indebtedness of Sellers or the Acquired Companies assumed by the Buyer, which such Indebtedness shall be designated in a certificate delivered from Sellers no later than five (5) Business Days prior to the Core Portfolio Closing Date (the “Assumed Indebtedness”); and (iv) a promissory note made by the Buyer to Sellers in the principal amount of [___________]$22,778,117 in substantially the form attached hereto as Exhibit B-1 (the “Note”). The Base Purchase Price as adjusted pursuant to this Agreement is referred to as the “Final Purchase Price.” The allocation of the Final Purchase Price among the Acquired Companies agreed to by the Buyer and Sellers is set forth on Schedule 2.1(a) hereto. The Cash Consideration, Stock Consideration and the Note shall be paid to Sellers or their Affiliates as directed by Sellers in a notice delivered no less than three (3) Business Days prior to the Core Portfolio Closing. (b) The number of shares of Buyer Common Stock that comprise the Stock Consideration shall equal the Adjusted Stock Value divided by the average VWAP for the five Trading Day period ending with the Trading Day immediately prior to the Core Portfolio Closing Date (the “Core Portfolio Closing Date VWAP”); provided, however, that the Core Portfolio Closing Date VWAP (i) shall equal 110% of the aggregate scheduled principal balance thereof as Initial VWAP if the Core Portfolio Closing Date VWAP is greater than 110% of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates Initial VWAP and (dii) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion equal 90% of the price paid to CMSI by Initial VWAP if the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount Core Portfolio Closing Date VWAP is less than 90% of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance CertificatesInitial VWAP. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI “Initial VWAP” shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementequal $16.93.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) On the Closing Date, as full consideration for the Originators' sale of the Mortgage Loans to the Unaffiliated Seller, the Unaffiliated Seller will deliver to the Originators an amount in cash in equal to the amount sum of [___________](A) 99.98442% of the aggregate scheduled principal balance thereof as of the cut-off date, plus Closing Date of the Class A-1 Certificates and (B) accrued interest thereon on such principal balance at the rate of 6.28% per annum, on the Class A-1 Certificates from (and including) March 1, 2001 to (but not including) March 21, 2001, payable by wire transfer of same day funds. On the Closing Date, as full consideration for the Unaffiliated Seller's sale of the Mortgage Loans to the Depositor, the Depositor will deliver to the Unaffiliated Seller (i) an amount in cash equal to the sum of (A) 99.98442% of the aggregate principal balance as of the Closing Date of the Class A-1 Certificates and (B) accrued interest on such principal balance at the rate of 6.28% per annum, on the Class A-1 Certificates from (and including) March 1, 2001 to (but not including) March 21, 2001, payable by wire transfer of same day funds and (ii) the Class X and Class R Certificates to be issued pursuant to the Pooling and Servicing Agreement. (b) On the Closing Date, as full consideration for the Originators' sale of the Mortgage Loans to the Unaffiliated Seller, the Unaffiliated Seller will deliver to the Originators an amount in cash equal to the sum of (A) 13.48996% of the notional amount as of the Closing Date of the Class A-IO Certificates and (B) accrued interest on such notional amount at the rate of 6.00% per annum annum, on the mortgage loans Class A-IO Certificates from (and including) March 1, 2001 to (but not including) March 21, 2001, payable by wire transfer of same day funds. On the Closing Date, as full consideration for the Unaffiliated Seller's sale of the Mortgage Loans to the Depositor, the Depositor will deliver to the Unaffiliated Seller (i) an amount in pool I cash equal to the sum of (A) 13.48996% of the notional amount as of the Closing Date of the Class A-IO Certificates and 5.50(B) accrued interest on such notional amount at the rate of 6.00% per annum annum, on the mortgage loans in pool IIClass A-IO Certificates from (and including) March 1, from 2001 to (but not including) March 21, 2001, payable by wire transfer of same day funds and including the cut-off date to but excluding the closing date, (bii) the class IA-IO Class X and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall Class R Certificates to be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter issued pursuant to the Underwriting Agreement, the Seller shall simultaneously Pooling and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Servicing Agreement.

Purchase Price. The purchase price aggregate amount of consideration to be paid by Buyer to Seller or Seller’s designees for the sale of all of the Shares (the "“Purchase Price") for ”), subject to the mortgage loans terms of this Agreement, shall consist of (a) an amount in cash in equal to the sum of (i) $80,000,000 (the “Base Cash Purchase Price”), plus (ii) the Final Working Capital Increase (if any), less (iii) the Final Working Capital Decrease (if any), plus (iv) the amount of [___________]% Final Cash (as defined below), if any, minus (v) the amount of the aggregate scheduled principal balance thereof Final Indebtedness (as of the cut-off datedefined below), plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing dateif any, (b) 15,000,000 shares of Common Stock (the class IA-IO “Parent Common Stock”) and IIA-IO certificates, (c) 14,666,667 shares of Preferred Stock, as may be adjusted by the class LR certificates Cash Purchase Price Increase Amount (the “Parent Preferred Stock” and (d) together with the class PR certificatesParent Common Stock, the “Stock Consideration”). Such cash shall be payable by CMSI to The issuance of the Seller on the closing date in same-day funds, Parent Common Stock and the Seller will receive on Parent Preferred Stock hereunder is defined as the closing date: (a) “Stock Issuance”). Notwithstanding the class IA-IO and IIA-IO certificates and (b) foregoing, Buyer shall have the class LR and class PR certificates evidencing right, but not the residual interests in obligation, to increase the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Base Cash Purchase Price as by an amount of up to $110,000,000 (the amount of any such repayment to the Underwriter. Upon payment of the Purchase Priceincrease, the “Cash Purchase Price Increase Amount”), by delivering an irrevocable written notice to Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans no later than two (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted 2) Business Days prior to the close of business on the cut-off date), together with all Closing Date of the Seller's rightCash Purchase Price Increase Amount, title and interest make a corresponding reduction in and the number of shares of Parent Preferred Stock to be issued to Seller as part of the Stock Consideration, which reduction shall be calculated by dividing the Cash Purchase Price Increase Amount by $7.50, but only if the Cash Purchase Price Increase Amount is financed from Buyer’s cash-on-hand as of the Closing or the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee a Permitted Financing (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementif any).

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) The “Purchase Price” for the Purchased Assets that are conveyed to HRAC II under this Agreement shall be payable in cash in an amount equal to the amount sum of [___________](i) 100% of the aggregate scheduled principal balance thereof as of the cut-off datePrincipal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to debt cancellation, debt waiver and other enhancement and insurance programs administered by the Bank, so conveyed, plus accrued interest thereon at (ii) the rate present value of 6.00anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as the Bank and HRAC II mutually may agree will result in a Purchase Price determined to be the fair market value of such Purchased Assets. This computation of initial Purchase Price shall assume no reinvestment in new Receivables. The Purchase Price for the Purchased Assets, shall be payable on a date (the “Purchase Price Payment Date”) mutually agreed to by the Bank and HRAC II (but no later than the 15th day of the month following the month in which such Purchased Assets are conveyed by the Bank to HRAC II) in cash in an amount equal to the sum of (i) 100% per annum on of the mortgage loans aggregate balance of the Principal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to debt cancellation, debt waiver and other enhancement and insurance programs administered by the Bank, so conveyed, plus (ii) the present value of anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as the Bank and HRAC II mutually may agree will result in pool I a Purchase Price determined to be the fair market value of such Purchased Assets. The Bank and 5.50% per annum on HRAC II confirm that a Purchase Price equal to the mortgage loans in pool II, from and including fair market value of all Purchased Assets sold to HRAC II through the cut-off date hereof has been paid by HRAC II to but excluding the closing date, Bank. (b) Notwithstanding any other provision of this Agreement, the class IA-IO and IIA-IO certificatesBank shall not be obligated to continue to sell Purchased Assets to HRAC II to the extent that the Bank is not paid the Purchase Price therefor as provided herein. Further, (c) if the class LR certificates and (d) Purchase Price is not paid by the class PR certificates. Such cash Purchase Price Payment Date, an additional amount equal to the Prime Rate plus 6% shall be payable by CMSI HRAC II to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementBank.

Purchase Price. The purchase price aggregate consideration to be paid by the Univision Parties to the Entravision Parties for the Sale Assets shall be US$90,000,000 (the "“Purchase Price") for the mortgage loans ”). The Purchase Price shall consist of (a) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon be paid by delivery by Univision to Entravision at the rate Closing of 6.00% per annum on that number of shares of Entravision Stock (the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, “Shares”) as equals (bi) the class IA-IO and IIA-IO certificates, Purchase Price divided by (cii) the class LR certificates volume weighted average price of a share of Entravision Class A Common Stock on The New York Stock Exchange during the 10-trading day period ending the trading day before the Closing Date; provided that: (A) if the Entravision Parties, after complying with Section 5.3, do not obtain the consent of their lenders and bondholders to the Transactions contemplated hereby, then (x) the number of Shares shall equal the quotient obtained by dividing (1) US$60,000,000 by (2) the volume weighted average price of a share of Entravision Class A Common Stock on The New York Stock Exchange during the 10-trading day period ending the trading day before the Closing Date and (dy) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any remaining portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment shall be paid in cash by Univision to Entravision at the Underwriter. Upon payment Closing by transfer of “immediately available” U.S. funds to an account designated in writing by Entravision, (B) regardless of clause (A), if the number of Shares exceeds the Maximum Number, then (1) the number of Shares shall instead equal the Maximum Number and (2) the remaining portion of the Purchase PricePrice shall be paid in cash by Univision to Entravision at the Closing by transfer of “immediately available” U.S. funds to an account designated in writing by Entravision, (C) For purposes hereof, “Maximum Number” shall mean that number of shares of Entravision Stock as equals the Seller shall transfer, assign, set over difference between (A) the number of shares of Entravision Stock owned by Univision and otherwise convey to CMSI without recourse all its Permitted Transferees (as such term is defined in the Second Amended and Restated Certificate of Incorporation of Entravision) at the Seller's right, title Closing and interest in (B) 6,595,001 shares of Entravision Stock (as appropriately adjusted for stock dividends and to the mortgage loans, including all interest stock splits and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off datesimilar transactions), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.

Purchase Price. (a) The aggregate purchase price (the "Purchase Price") for the mortgage loans LLC Interests payable hereunder shall consist of the following deliverables, made at the times and subject to the conditions specified in this Agreement (aall such payments or deliveries of Consideration Shares, as, when and to the extent payable hereunder, collectively, the “Purchase Price”): (i) cash in at the amount Closing, Purchaser shall issue and deliver to Seller Preferred Shares of [___________]% Purchaser representing the number of Common Stock Equivalent Shares with an aggregate Market Value of Two Million Dollars ($2,000,000) multiplied by the LLC Percentage of the aggregate scheduled principal balance thereof as LLC Interests of Seller delivered to Purchaser at the Closing and Purchaser shall pay to Seller an amount equal to Ninety-Seven Thousand Five Hundred Dollars ($97,500) (collectively, the “Closing Date Payment”). The Closing Date Payment shall be delivered to Seller against delivery of all of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I LLC Interests by Seller and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount no Closing Date Payment or other payment of the Purchase Price shall be payable hereunder if Seller does not deliver all of its LLC Interests as such repayment to provided in this Agreement and Renegy does not deliver all of its Renegy LLC Interests under the Underwriter. Upon payment terms of the Renegy Purchase PriceAgreement concurrently with Seller on the Closing Date; (ii) on the date that is ten (10) Business Days after the date that the Power Purchase Agreement has been executed and delivered by all parties thereto, Purchaser shall issue and deliver to Seller Preferred Shares of Purchaser representing the Seller shall transfer, assign, set over and otherwise convey number of Common Stock Equivalent Shares with an aggregate Market Value of One Million Dollars ($1,000,000) multiplied by the LLC Percentage; (iii) on the date Susanville receives construction or such other project financing for the Susanville Power Facility representing funds sufficient to CMSI without recourse all make such capital improvements required to complete the construction of the Seller's rightSusanville Power Facility as presently contemplated by Purchaser (the “Funding Date”), title Purchaser shall issue and interest in and deliver to Seller Preferred Shares representing the mortgage loans, including all interest and principal received or receivable number of Common Stock Equivalent Shares with an aggregate Market Value of One Million Six Hundred Fifty Thousand Dollars ($1,650,000) multiplied by the Seller on or with respect LLC Percentage; provided, however, in lieu of the foregoing, if Susanville receives a definitive irrevocable commitment letter for a Federal loan guarantee subject only to the mortgage loans commercially reasonable and customary terms and conditions (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted a “Federal Loan Guaranty Commitment”) prior to the close of business on the cut-off date)Funding Date, together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI then Purchaser shall reasonably request. CMSI hereby directs the Seller to execute (x) issue and deliver to the Trustee assignments Seller within ten (10) business days of Purchaser’s receipt of the Mortgages Federal Loan Guaranty Commitment, Preferred Shares representing the number of Common Stock Equivalents Shares with an aggregate Market Value of Six Hundred Fifty Thousand Dollars ($650,000) multiplied by the LLC Percentage and (y) issue and deliver to Seller on the Trustee Funding Date Preferred Shares representing the number of Common Stock Equivalent Shares with an aggregate Market Value of One Million Dollars (and endorsements of any Mortgage Notes relating thereto$1,000,000) in recordable form. Such assignments and endorsements shall not affect multiplied by the rights of the parties hereto or to the Pooling AgreementLLC Percentage.

Purchase Price. The purchase price (to be paid by the "Purchase Price") Company -------------- to the Executive or his Related Persons for the mortgage loans Put Shares shall consist equal (i) with respect to shares of (a) cash in Preferred Stock, the amount of [___________]% of the aggregate scheduled principal balance face value thereof as of the cut-off date, plus and accrued interest dividends thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (dii) the class PR certificates. Such cash shall be payable by CMSI with respect to the Seller on the closing date in same-day funds, shares of Class A Common Stock and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting AgreementClass B Common Stock, the Seller shall simultaneously pro rata ownership share of Executive and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or his Related Persons (determined (A) with respect to the mortgage loans ownership interest represented by the Put Shares constituting common stock and (other than payments B) on a fully-diluted basis) of principal and interest due and payable on the mortgage loans on or before fair market value of the cut-off date and prepayments Company as of principal on the mortgage loans termination date. The fair market value of the Company shall be determined as follows: (i) Within 15 days after the Put Notice is received or posted prior by the Company, the Company shall select an appraiser (the "Company Appraiser") to ----------------- determine the fair market value as of the termination date. The Company Appraiser shall submit its written determination to the close of business on Company and Executive within 30 days after its engagement. Such appraisal shall be binding upon the cut-off date)parties, together with all unless the Executive finds it unsatisfactory, in which event the provisions set forth in clause (ii) below shall be invoked. (ii) If the appraisal made by the Company Appraiser is unsatisfactory to Executive, then within 15 days after the Company Appraiser's report is delivered to Executive, Executive shall engage an appraiser (the "Executive Appraiser") to determine the fair market value as of the Seller's right, title and interest in and termination ------------------- date. The Executive Appraiser shall submit its written determination to the proceeds of any related titleCompany and Executive within 30 days after its engagement. Such appraisal shall be binding upon the parties, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documentsunless the Company finds it unsatisfactory, instruments and agreements required to in which event the provisions set forth in clause (iii) below shall be delivered invoked. (iii) If the appraisal prepared by CMSI the Executive Appraiser is unsatisfactory to the Trustee under Company, then within 15 days after the Pooling Agreement Executive Appraiser's report is delivered to the Company, the Company Appraiser and the Executive Appraiser shall mutually select a third appraiser to determine the fair market value of the Company as of the termination date, and such other documents, instruments and agreements as CMSI third appraiser shall reasonably request. CMSI hereby directs the Seller to execute and deliver submit its written determination to the Trustee assignments of parties within 30 days after its engagement, which determination shall be binding upon the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementparties.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in On the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreementhereof, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments Purchaser a notice setting out: (i) the good faith estimated Net Debt of the Mortgages Group as of the Balance Sheet Date (the “Estimated Balance Sheet Date Net Debt”); (ii) the good faith estimated Net Working Capital of the Group as of June 30, 2019 (the “Estimated Reference Date Net Working Capital”); (iii) the good faith estimated Net Working Capital of the Group as of the Balance Sheet Date (the “Estimated Balance Sheet Date Net Working Capital”); and (iv) the estimated purchase price which is calculated as follows: (A) the Agreed Enterprise Value, (B) minus the Estimated Balance Sheet Date Net Debt, (C) (x) plus the difference between the Estimated Balance Sheet Date Net Working Capital and the Estimated Reference Date Net Working Capital in its absolute value if the Estimated Balance Sheet Date Net Working Capital exceeds the Estimated Reference Date Net Working Capital by more than RMB10,000,000, or (y) minus the difference between the Estimated Reference Date Net Working Capital and the Estimated Balance Sheet Date Net Working Capital in its absolute value if the Estimated Reference Date Net Working Capital exceeds the Estimated Balance Sheet Date Net Working Capital by more than RMB10,000,000, (D) minus the Onshore Purchase Price, (E) plus the total amount of onshore loans and the accrued interests to be repaid by the existing shareholders of Hangzhou Youmai and Zhejiang Anxiong to Hangzhou Wuweixiong in accordance with the Control Documents, provided that the Seller shall reimburse the Purchaser for the Tax actually incurred (if any) by Hangzhou Wuweixiong in connection with the foregoing repayment, and the Purchaser shall be entitled to deduct such amount from the Indemnity Withheld Amount, (F) minus the ESOP Fees, (G) minus the RSU Compensation Fees, inclusive of all applicable Taxes (the “Estimated Purchase Price”); in the cases of (i), (ii) and (iii), each calculated in accordance with the Calculation Principles. For clarity, references to the Trustee “Balance Sheet Date” in (i), (ii) and endorsements (iii) mean 11:59 pm on the Balance Sheet Date. (b) The Final Purchase Price will be paid by the Purchaser in combination of any Mortgage Notes relating theretocash and Alibaba Shares, in which US$299,999,983 will be paid in Alibaba Shares to be newly issued by Alibaba Group in accordance with Section 2.6 (the “First Installment Payment”) in recordable form. Such assignments and endorsements shall not affect the rights remaining portion of the parties hereto or to the Pooling AgreementFinal Purchase Price will be paid in US$.

Purchase Price. (a) The aggregate purchase price (to be paid to Seller in full consideration of the "Purchase Price") for the mortgage loans shall Wimbledon Assets will consist of (ai) cash $2,695,000,000 in cash, minus (ii) the amount (if any) by which the Closing Specified Net Assets is less than the Target Specified Net Assets or plus (iii) the amount (if any) by which the Closing Specified Net Assets is greater than the Target Specified Net Assets (the “Purchase Price”), and the assumption by Acquiror or one or more of [___________]% its Affiliates of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, Wimbledon Liabilities. (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI Not later than five Business Days prior to the Seller on the closing date in same-day fundsClosing, and the Seller will receive on provide to Acquiror its good faith estimate (using the closing date: (aSeller’s most currently available financial information and calculated in accordance with the Sample Specified Net Assets) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as and reasonable supporting detail thereof (the “Proposed Estimated Purchase Price”). Acquiror will review the Proposed Estimated Purchase Price and calculation thereof, and if Acquiror disagrees with such repayment statement or any of the matters therein, it will provide written notice to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey Seller and Acquiror will attempt to CMSI without recourse all of the Seller's right, title and interest resolve in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted good faith any such disagreements prior to the close Closing. The Estimated Purchase Price as so agreed will be the Estimated Purchase Price for purposes of business the Closing (the “Closing Estimated Purchase Price”). If Seller and Acquiror are unable to agree on the cut-off date), together with all Closing Estimated Purchase Price for purposes of the Seller's rightClosing, title the Proposed Estimated Purchase Price will be the Closing Estimated Purchase Price for purposes of the Closing, without prejudice to Section 1.12. (c) At the Closing and interest in upon the terms and subject to the proceeds conditions set forth in this Agreement, in consideration of any related titlethe Conveyance of the Wimbledon Assets, hazard or other insurance policies Acquiror and/or its designated Affiliates will assume the Wimbledon Liabilities and Primary Mortgage Insurance Certificates. The pay to Seller agrees and/or its designated Affiliates in cash the Closing Estimated Purchase Price as determined in accordance with Section 1.11(b) by wire transfer of immediately available funds to deliver to CMSI all documents, instruments and agreements required to be delivered an account designated by CMSI Seller in writing not less than two days prior to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementClosing Date.

Purchase Price. The purchase price (a) In consideration of the transfer of the Purchased Assets and the Business, Buyers agree to pay for the Purchased Assets (the "Purchase Price") for the mortgage loans shall consist of (a) cash ), consideration in the amount of [___________]% form of the aggregate scheduled principal balance thereof assumption of the Assumed Liabilities, and the cash and shares of Almost Family, Inc. common stock (“AFAM Shares”) as follows: (i) $8,000,000 in cash by wire transfer of immediately available funds at Closing (subject to paragraphs 2.1(b) through (d)); (ii) $2,000,000 in the form of Almost Family, Inc. common stock ("Closing AFAM Shares"). The number of Closing AFAM Shares shall be fixed as of the cut-off date, plus accrued interest thereon at Closing Date by dividing $2,000,000 by the rate average closing price of 6.00% per annum AFAM Shares as reported on NASDAQ for the 20 trading days immediately prior to the Closing Date. Closing AFAM Shares shall be issued among Selling Parties in the percentages set forth on Schedule 2.1(a)(ii). (iii) up to $6,900,000 in contingent consideration ("Contingent Consideration") based on the mortgage loans Net Revenues (as defined below) generated by the Business after Closing, calculated and payable as provided in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, paragraph 2.2. (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such The cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price payable at Closing pursuant to paragraph 2.1(a)(i) shall be increased or decreased, as such repayment applicable, to account for any proration of expense items relating to the UnderwriterBusiness. Upon payment The parties agree to enter into a closing statement at Closing setting forth the determination of the cash portion of the Purchase Price, the Seller Price payable at Closing. The payment of Contingent Consideration shall transfer, assign, set over be treated and otherwise convey reported for tax purposes by Selling Parties and Buyers as additional purchase consideration subject to CMSI without recourse all installment sales treatment under Section 453 of the Seller's right, title and interest in and Internal Revenue Code. (c) Buyers shall have the right to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all satisfy directly out of the Seller's rightcash consideration payable at Closing the liabilities of Sellers identified on Schedule 2.1(c). (d) The parties acknowledge that Selling Parties have engaged The Braff Group (“Braff”) to act as their broker or agent in connection with the transactions described in this Agreement. Any compensation payable to Braff shall be the sole responsibility of Selling Parties, title and interest in and to the proceeds Buyers shall under no circumstance be liable for payment of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificatessuch compensation. The Seller agrees to deliver to CMSI all documents, instruments and agreements required closing statement shall set forth the amount of compensation to be delivered by CMSI paid directly to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments Braff out of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights cash portion of the parties hereto or to the Pooling AgreementPurchase Price payable at Closing.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash The aggregate purchase price for the Purchased Assets shall be $10,436,654.71 (the “Purchase Price”), subject to adjustment under Section 3.1(b) below, consisting of Buyer’s assumption of the Assumed Liabilities at Closing as set forth in Section 2.2 above, including (i) the Buyer Note to be executed by Buyer at Closing in favor of API, the principal amount of which shall be the outstanding amounts owed by Seller under the Azteca Note as of the Closing Date, with the Azteca Note to be cancelled and satisfied by API at Closing and all obligations of Seller thereunder assumed by Buyer under the Buyer Note and (ii) the Related Party Balance; and (b) The Purchase Price is based on the estimation that the liabilities assumed at the Closing (excluding the Azteca Note) consist of $2,500,000 of Innovo’s obligations to API (the “Related Party Balance”). If the Related Party Balance as of the Closing Date exceeds $2,600,000 (the “Related Party Balance Threshold”), then the Purchase Price shall be increased, dollar for dollar, by the amount of [___________]% the difference between the Related Party Balance and the Related Party Balance Threshold. To the extent that the aggregate value of the aggregate scheduled principal balance thereof as of Related Party Balance does not exceed or is below the cut-off date, plus accrued interest thereon at Related Party Balance Threshold then no adjustment shall be made to the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, Purchase Price. (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount Schedule 3.1 sets forth an allocation of the Purchase Price (and all other capitalized costs) among the Purchased Assets of the Seller in accordance with Section 1060 of the Code and the Treasury regulations thereunder (and any similar provision of state, local or foreign law, as such repayment appropriate), subject to any adjustment to the UnderwriterPurchase Price pursuant to Section 8.7(d) and Article 11. Upon payment of the Purchase PriceBuyer and Seller and their respective Affiliates shall report, the act and file Tax Returns (including, but not limited to IRS Forms 8594) in all respects and for all purposes consistent with Schedule 3. 1. Neither Buyer nor Seller shall transfertake any position (whether in audits, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received Tax Returns or receivable by the Seller on or otherwise) which is inconsistent with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements such allocation unless required to be delivered do so by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementapplicable law.

Purchase Price. The In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in this Agreement, the Depositor shall, on each Sale Date, pay and deliver to Ditech, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Ditech, as receivables seller, and the Depositor, a purchase price (the "“Purchase Price"”) for the mortgage loans shall consist of equal to (ai) cash in the amount case of [___________]% one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the aggregate scheduled principal balance thereof as fair market values of the cut-off datesuch Receivables on such Sale Date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans payable in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay extent of funds available to the Underwriter any portion of Depositor. To the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of extent that the Purchase Price as such repayment to of the Underwriter. Upon payment Additional Receivables is greater than the cash portion of the Purchase Price, then the Seller Depositor shall transfer(i) first, assignpay such portion of the Purchase Price in the form of a borrowing under the Subordinated Note in the form attached hereto as Exhibit A; provided however, set over that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (and otherwise convey immediately after) each borrowing thereunder, both before and after the sale transaction (1) the Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to CMSI without recourse satisfy all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans its current obligations (other than payments its obligations under the Subordinated Note and the obligation to pay the Purchase Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (4) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Ditech in an amount equal to the remaining unpaid portion of principal and interest due and payable the Purchase Price. Ditech is hereby authorized by the Depositor to endorse on the mortgage loans on or before schedule attached to the cut-off Subordinated Note an appropriate notation evidencing the date and prepayments amount of principal on each advance thereunder, as well as the mortgage loans received or posted prior date of each payment with respect thereto, provided that the failure to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and make such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements notation shall not affect the rights any obligation of the parties hereto or to Depositor thereunder. Ditech shall record in its books and records all increases in and payments in reduction of the Pooling Agreementoutstanding principal amount of the Subordinated Note.

Purchase Price. The purchase price In consideration for the Purchased Assets, Buyer shall assume the Assumed Liabilities, and pay an amount (the "Purchase Price") for the mortgage loans equal to Twenty-Seven Million Dollars ($27,000,000). The Purchase Price shall consist of be subject to adjustment as follows: (a) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof The following items shall be prorated between Sellers and Buyer as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or Closing Date with respect to the mortgage loans Purchased Assets: power and utility charges, real and personal property taxes, rents (other than including percentage rents) and security deposits under Site Leases and payments of principal and interest due and payable security deposits under Advertising Contracts. Prorations will be on a dollar-for-dollar basis based on the mortgage loans on or number of days of display before and after the cut-off date and prepayments Closing. Percentage rents shall be prorated as of principal the Closing Date. Any prorations not determined at the Closing shall be prorated on the mortgage loans received basis of the most current information available at Closing. On the Closing Date, Sellers shall provide to Buyer a list of items and the prorations required by this Section 2.6(a) ("Preliminary Adjustment") and the Purchase Price shall be adjusted accordingly. Sellers agree to furnish Buyer with any documents or posted prior records in Sellers' possession that may be needed for Buyer to confirm the adjustment and prorations in this Section 2.6(a). (b) Within ninety (90) days after the Closing Date, Buyer will prepare and provide to Sellers the final calculations of adjustments to the close of business Purchase Price (the "Closing Date Adjustment"). On the 120th day after the Closing Date, all required refunds or payments under this Section 2.6, shall be made on the cut-off date), together with all basis of the Seller's right, title and interest Closing Date Adjustment. (c) The parties agree that the Purchase Price shall be allocated as set forth in and to Exhibit B attached hereto for completing the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements Form 8594 required to be delivered by CMSI to filed with the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementIRS.

Purchase Price. The purchase price of each piece of Equipment is [***] Economic Value of such piece of Equipment (the "“Purchase Price"”) for payable in cash as set forth in Section 4.3 of this Agreement. Except as otherwise set forth in this Agreement, with respect to each piece of Equipment purchased by IMC from QSI pursuant to this Agreement, the mortgage loans shall consist Purchase Price must be paid in full to QSI within [***] from the date of receipt of delivery by IMC of such piece of Equipment (the “Settlement Date”); provided IMC reserves the right to pay any outstanding Purchase Price before the Settlement Date. IMC’s obligation to pay the Purchase Price with respect to each piece of Equipment ordered and received by IMC will survive the term of this Agreement. Notwithstanding anything else to the contrary in this Agreement, under no circumstances will the aggregate MQER, as defined in Section 4.3 of this Agreement, paid by IMC to QSI with respect to a piece of Equipment exceed the Purchase Price of such piece of Equipment. Notwithstanding the foregoing, the Purchase Price of each [***] is payable, determinable in IMC’s sole discretion, as follows: (a) one warrant to purchase one share of IMC common stock at an exercise price equal to the amount paid by investors for IMC’s stock in IMC’s most recent round of financing for each dollar of Economic Value or (b) cash in the amount of a reduced MQER calculated utilizing [___________]% ***] of the aggregate scheduled principal balance thereof QRM, as defined in Section 4.3 of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting this Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of until QSI receives the Purchase Price, plus one warrant to purchase one share of IMC common stock at an exercise price equal to the Seller shall transfer, assign, set over and otherwise convey amount paid by investors for IMC’s stock in IMC’s most recent round of financing for every two (2) dollars of Economic Value. IMC must notify QSI in writing at the time IMC places a [***] order as to CMSI without recourse all whether (a) or (b) above described will apply to that particular [***] order. Applicable warrants will be issued within thirty (30) days after receipt of delivery by IMC of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementapplicable [***].

Purchase Price. (a) The purchase price for the Assets shall be an amount (the "“Purchase Price"”) computed as follows: (i) an amount equal to the Deposit Premium multiplied by the average daily balance of the Deposits for the mortgage loans shall consist period of ten (a10) cash in consecutive Business Days ending on the third (3rd) Business Day prior to the Closing Date; plus (ii) the aggregate amount of [___________]% of the aggregate scheduled principal balance thereof Cash on Hand as of the cut-off date, plus accrued interest thereon at Closing Date; plus (iii) the rate of 6.00% per annum Accrued Interest on the mortgage loans Loans as of the Closing Date; plus (iv) the net book value of the Real Property as of the Closing Date; plus (v) the aggregate Loan Value of the Loans as of the Closing Date; plus (vi) the aggregate net book value of the Assets, excluding those items listed in pool I and 5.50% per annum (ii) through (v), as reflected on the mortgage loans in pool II, from and including books of Seller as of the cut-off date to but excluding the closing date, Closing Date. (b) On the class IA-IO and IIA-IO certificatesClosing Date, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously deliver to Purchaser a closing statement prepared by Seller in accordance with its customary accounting principles, policies and in methods and estimating the same manner repay to CMSI a proportionate amount computation of the Purchase Price for the Branches as such repayment of the Closing based on the Assets and Liabilities as of a time no earlier than the end of the third (3rd) Business Day prior to the Underwriter. Upon payment Closing Date (the “Closing Statement”). (c) On the first (1st) Business Day following the Closing Date and based on the preliminary computations set forth in the Closing Statement, Seller shall transfer to Purchaser cash in an amount (each, a “Settlement Payment”) equal to the amount of (i) the sum of the Assumed Deposits plus Accrued Expenses minus (ii) the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash The aggregate consideration payable for the Equity Interests (including the other Acquired Interests and the Transferred Assets) shall be equal to $4,400,000,000 (four billion, four hundred million Dollars) (the “Base Purchase Price”), plus the Final Closing Cash Amount, minus the Final Closing Indebtedness Amount, minus the Final Closing Transaction Expense Amount, plus the Working Capital Excess (if any), minus the Working Capital Deficit (if any), minus the Final Closing Receivables Adjustment Amount (if any), minus the Final Closing Bond Exchange and Assumption Amount (if any), minus the Final Closing Performance Adjustment Amount (if any), minus the Final Closing Capex Deficiency, and, if Buyer makes the Stock Purchase Request, minus the Stock Purchase Request Reduction Amount (the Base Purchase Price, as so adjusted, the “Purchase Price”). The Purchase Price shall be paid pursuant to Article IV, shall be paid to an account or accounts designated by Seller, and shall be paid to Seller in accordance with the wire instructions delivered by Seller in accordance with Section 4.2(b). (b) Solely if the King Street Acquisition is not consummated as part of the Closing, (i) the Base Purchase Price shall be reduced by the amount of [___________]% the King Street Purchase Price, (ii) at Closing, Buyer shall deposit an amount of cash equal to the King Street Purchase Price with the Escrow Agent in accordance with the terms of the Escrow Agreement (such amount, the “King Street Escrow Amount”) and (iii) the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon consideration payable by Buyer at the rate of 6.00% per annum on King Street Deferred Closing (if it occurs) shall be equal to the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, King Street Purchase Price. (c) Solely if the class LR certificates and Advantage Acquisition is not consummated as part of the Closing, (di) the class PR certificates. Such cash Base Purchase Price shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI reduced by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Advantage Purchase Price, (ii) at Closing, Buyer shall deposit an amount of cash equal to the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all Advantage Purchase Price with the Escrow Agent in accordance with the terms of the Seller's rightEscrow Agreement (such amount, title the “Advantage Escrow Amount”) and interest in and (iii) the aggregate consideration payable by Buyer at the Advantage Deferred Closing (if it occurs) shall be equal to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementAdvantage Purchase Price.

Purchase Price. AEG will purchase all the Receivables presented on a weekly basis and will consider them to be a pool of Receivables (a "Receivable Pool"). Seller each week will forward the Supporting Documents with respect to each Receivable Pool to AEG by a national overnight delivery service for delivery by 10:00 AM the next business day. AEG will advise seller which Receivables, if any, AEG has classified as Client Risk Receivables within three (3) business days of AEG's receipt of all supporting documents with respect to a Receivable Pool. AEG will charge Seller a Service Fee equal to (i) [SERVICE FEE - PURCHASE] of the sum of the Net Invoice Values of all Receivables in a Receivable Pool at the time a Receivable Pool is purchased, and (ii) [SERVICE FEE - DAYS 31 AND 61] of the sum of the Net Invoice Values of any unpaid and outstanding Receivables within a Receivable Pool on each of the 31st and 61st days next following AEG's purchase of a particular Receivable Pool (each, a "Service Fee") for the production, collection, accounting and administrative services rendered by AEG under this Agreement. Each Service Fee will be charged as an Advance under the Line of Credit on the date on which it is due. The purchase price for a Receivable Pool shall be the sum of the Net Invoice Values of the Receivables in the Receivable Pool minus the Service Fees charged with respect to that Receivable Pool (the "Purchase Price") for the mortgage loans shall consist of (a) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI adjusted from time to time as provided in this Agreement. Upon AEG's acceptance of a Receivable Pool and its receipt of all Supporting Documents from Seller concerning that Receivable Pool, AEG shall be deemed to have purchased the Seller on the closing date in same-day funds, Receivable Pool and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of be paid the Purchase Price as such repayment follows: (i) to the Underwriter. Upon payment extent there is an Outstanding Balance under or in connection with the Line of Credit, through the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all application of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or any amounts collected with respect to the mortgage loans Receivable Pool to such Outstanding Balance; or (other than ii) if there is no Outstanding Balance under or in connection with the Line of Credit, through weekly payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior equal to the close of business on the cut-off date), together collections actually received by AEG in good funds with all of the Seller's right, title and interest in and respect to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to Receivable Pool in the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementprevious week.

Purchase Price. The purchase price for the Property (the "“Purchase Price"”) shall collectively be Fifteen Million Three Hundred Thousand and 00/100s Dollars ($15,300,000.00), and shall be allocated as set forth on Schedule 1.3 attached hereto and incorporated herein by reference. The Purchase Price shall be paid to Seller by Buyer on the Closing Date (as defined below), plus or minus all adjustments or credits as set forth herein, by wire transfer of immediately available federal funds. Notwithstanding the foregoing, Seller and Buyer agree that the Purchase Price was determined based on a projected aggregate NOI (as defined below) of One Million Two Hundred Sixty Two Thousand Three Hundred Ninety Six and no/100 Dollars ($1,262,396.00) for the mortgage loans first full year of the term of each of the Leases, and thus a capitalization rate of 8.25% (“Capitalization Rate”). For purposes of this Agreement, “NOI” shall consist mean gross rent income received less (i) all tax deductible operating expenses, (ii) any additional cash outflows, (iii) all repair costs and (iv) the amortized cost of any capital improvements needed over the remaining term of each Lease. If prior to Closing the NOI for the first year of the term of any Lease has not been established (a) cash such Lease being an, “Unmatured Lease”), Buyer and Seller agree to adjust the allocated Purchase Price attributable to the parcel subject to such Unmatured Lease in the amount of [___________]% of event that the aggregate scheduled principal balance thereof first-year NOI that is allocated for such parcel differs from the projected NOI as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum set forth on the mortgage loans in pool I Schedule 1.3 attached hereto and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date incorporated herein by reference by a margin greater than three percent (3%). Any adjustment to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to based on the Underwriter. Upon payment foregoing, whether in favor of the Purchase PriceBuyer or the Seller, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse be made after all of the Seller's rightUnmatured Leases have had their respective NOI properly established and the party entitled to such adjustment shall be paid the difference between the allocated Purchase Price and the allocated Purchase Price as adjusted, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans immediately available federal funds within twenty (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all 20) days after notice of the same by Buyer or Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in The total Purchase Price (the “Purchase Price”) of the RASA Shares is US$*** (*** American dollars). The amount of [___________]% of US$*** (*** American dollars) payable to date by bank wire transfer to the aggregate scheduled principal account owned by IPS as detailed in Exhibit 1.02. Therefore, the US$*** (*** American dollars) paid to IPS as Advance payment will be deducted, pursuant to the Offer dated ***. The US$*** American dollars) balance thereof as of (the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b“Purchase Price Balance”) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to IPS *** months from the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and Closing Date in the same manner repay to CMSI bank account informed by IPS in Exhibit 1.02 or the account informed hereafter in the terms of Section 10.01. In the event the payment date was not a proportionate amount Business Day, the obligation will be paid on the next Business Day. The Purchase Price Balance will not generate any type of interest. In the event that the Buyer defaults in whole or in part on any of the payment obligations of the Purchase Price as such repayment Balance, it shall automatically become delinquent in full, without the need for any questioning or requirement, and the Buyer shall pay IPS *** penalty interest on the portion of the Purchase Price Balance pending payment equivalent to *** the lending rate of Banco de la Nación Argentina for its dollar discount operations in *** days, until the effective date and full compliance with the Purchase Price Balance. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Underwriter. Upon omitted portions. (b) By accepting IPS's Offer herein, Bioceres S.A. (the “Guarantor”) shall be constituted as a co-debtor, straightforward and principal payer before the Seller with respect to the full payment of the Purchase PricePrice Balance by the Buyer within the scope set forth in this Section 1.02, pursuant to the terms in articles 1574, 1591 and amendments of the Argentine Code of Civil and Commercial Procedure. The guarantee resulting from the Financial Guarantee covers the principal, the Seller shall transferpunitive interest accruing in relation to the Purchase Price Balance, assignas well as any fees that may be imposed on the Buyer and/or the Guarantor, set over and otherwise convey to CMSI without recourse all through a final court decision, in the judicial or arbitral proceedings that may be filed for total or partial breach of the Sellerobligations by the Buyer and/or the Guarantor. The Financial Guarantee shall remain in effect until the date on which the Purchase Price Balance is cancelled in full and even if the payment of the Purchase Price Balance is made by any individual or legal entity that is legally continuing the Buyer's rightbusiness. In the event of total or partial breach of the obligations by the Buyer, title IPS may send the Guarantor a payment claim so that the latter makes a first claim available to IPS at first request and interest without any condition, and without any prior questioning, all or part of the amounts guaranteed by the Financial Guarantee. Payment of the sums contained in the order for payment shall be made to IPS within *** Business Days after the Notification Date. Once this offer is accepted, the Guarantor expressly renounces to invoke the benefits of excusion and division provided for in the terms of articles 1583, 1589 and amendments of the Argentine Code of Civil and Commercial Procedure. The Buyer and the Guarantor, in relation to the mortgage loansPurchase Price Balance, including are obligated, as an essential condition of the Agreement, to pay all interest sums owed by virtue of the operations to be carried out hereunder only in the agreed currency, i. e. freely available American dollars, subject to the provisions of Articles 765 and principal received 766 of the Argentine Code of Civil and Commercial Procedure. The Buyer and the Guarantor expressly waive their right under article 765 in fine of the Argentine Code of Civil and Commercial Procedure. Therefore, they cannot be released from the obligation by giving in payment the equivalent in legal tender currency. Notwithstanding the provisions in this contract, if as a consequence of new laws and/or regulations, or receivable for any other circumstance legally admissible and beyond the control of the Buyer or the Guarantor, Buyer or Guarantor cannot pay the amounts owed in American dollars, the Parties hereto agree that the Buyer and the Guarantor shall only comply with their payment obligations by paying IPS the Seller amount of pesos, or of the currency that with legal tender in the Argentine Republic could replace it in the future, to the effect that IPS, at its option may: *** Certain information on or this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the mortgage loans omitted portions. (other than payments a) buy in the stock exchange or over-the-counter market of principal the City of Buenos Aires -also at IPS option- the amount of public bonds of the Argentine Republic of the class IPS may opt for in each case, which, sold in the financial market of the City of Montevideo (Oriental Republic of Uruguay) or of New York (United States of America), always at IPS option, allows IPS to acquire, net and interest due free of any commission, expense, fee or tax, the the relevant amount of US dollars; or (b) buy net and payable free of any commission, expense, fee or tax, the corresponding amount of US dollars, in the financial market of the City of Montevideo (Oriental Republic of Uruguay) or of New York (United States of America), at IPS option. In order to determine the amount of pesos, or of the currency that may replace it, necessary to carry out the above-mentioned options, the quotation of the selling dollar exchange rate published by the newspapers AMBITO FINANCIERO or LA NACION or EL CRONISTA COMERCIAL shall be used, at IPS option, of the exchange business day immediately preceding that on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior which payment is to be made. This same criterion shall apply to the close payment of business on all punitive interest, fines and indemnifications under this agreement, with the cut-off date), together with all exercise of the Seller's right, title and interest options in and to favor of the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificatesparty that is a creditor thereof. The Seller agrees Buyer declares that, puruant to deliver this agreement, it has taken into account the prevailing conditions in the financial and exchange markets. The Buyer also declares that it has carried out a detailed analysis and evaluation of all the economic, financial and legal variables and the possible modifications that may occur in the future. Therefore, the Buyer assumes the corresponding random chances and irrevocably waives to CMSI all documentsinvoke the theory of unpredictability, instruments and agreements required any other similar figure or concept, stipulated by law or not and the case law, in effect at present or stipulated hereinafter, in order to be delivered by CMSI to seek the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments revision of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto agreement herein or to render the Pooling Agreementagreement hereto null and void.

Purchase Price. The purchase price (for this Warrant or the "Purchase Price") for Warrant Shares, as the mortgage loans case may be, shall consist be equal to the product of (ai) cash the number of Warrant Shares then issuable upon the exercise of this Warrant or the number of Warrant Shares then held by the Warrantholder, as the case may be, multiplied by (ii) in the amount of [___________]% event of the aggregate scheduled principal balance thereof as occurrence of a Put Event specified in clause (i) or (ii)(A) of the cut-off datedefinition of Put Event set forth below, plus accrued interest thereon at the rate highest price per share paid to shareholders of 6.00% per annum on the mortgage loans Company in pool I and 5.50% per annum on such Put Event or, in the mortgage loans event of the occurrence of a Put Event specified in pool IIclause (ii)(B) of the definition of Put Event set forth below, from and including the cut-off date to but excluding the closing date, quotient obtained by dividing (bx) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the aggregate purchase price paid to CMSI by the Underwriter pursuant Company in such Put Event less, in the case of any Put Event, the aggregate payment the Warrantholder would make to the Underwriting Agreement, Company if the Seller shall simultaneously and in Warrants of such Warrantholder were exercised by (y) the same manner repay to CMSI number of shares of Common Stock then outstanding calculated on a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse fully diluted basis assuming all of the Seller's rightWarrants are exercised. For purposes of determining the number of Warrant Shares issuable upon the exercise of this Warrant in making the calculation set forth above, title and interest effect shall be given to any adjustment provided herein in and the number of Warrant Shares issuable upon the exercise of this Warrant as a result of the occurrence of the Put Event. The cash value of any non- cash consideration paid to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all shareholders of the Seller's right, title and interest Company in and to the proceeds of any related title, hazard a Put Event specified in clause (i) or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments (ii)(A) of the Mortgages to the Trustee (and endorsements definition of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto Put Event set forth below or to the Pooling AgreementCompany in a Put Event specified in clause (ii)(B) of the definition of Put Event set forth below shall be determined by the good faith mutual agreement of the Warrantholder and the Company, or if no such agreement can be reached within 30 days following the date on which notice of the exercise of the Put Option is received by the Company, by an investment banking firm mutually agreeable to the Warrantholder and the Company and experienced in evaluating companies engaged in the line of business which the Company is then engaged. The determination of any such investment banking firm hereunder shall be final and binding upon the Company and the Warrantholder. The fees of any such investment banking firm shall be paid one-half by the Warrantholder and one-half by the Company.

Purchase Price. The purchase price (the "Purchase Price") Price for the mortgage loans Mortgage Loans purchased hereunder shall consist of be (a) cash in the amount of [___________]% of one hundred and one-quarter percent (100.25%) multiplied by the aggregate scheduled principal balance thereof balance, as of the cutCut-off dateDate, plus accrued interest thereon at of the rate of 6.00% per annum Mortgage Loans listed on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool IIMortgage Loan Schedule, from and including the cut-off date to but excluding the closing date, minus (b) the class IA-IO environmental insurance policy premium payable by the Purchaser to American International Group (or such other insurer as the Purchaser shall approve) for environmental insurance coverage satisfactory to the Purchaser with respect to those Mortgage Loans listed on Exhibit 6 hereto which are purchased by the Purchaser hereunder. The Purchase Price shall be payable in accordance with ARTICLE VIII below, and IIA-IO certificatessubject to the Holdback as provided in Section 4.02. In addition to the Purchase Price as described above, (c) the class LR certificates Purchaser shall pay to the Seller, at closing, accrued interest on the unpaid principal amount of each Mortgage Loan from the last date through which interest has been paid to the Seller thereon to, but not including, the Closing Date, plus any Negative Escrows related thereto outstanding as of the Closing Date. The Purchase Price payable on the initial Closing Date shall not include that portion thereof attributable to, and (d) payable by the class PR certificates. Such cash Purchaser with respect to, the SBOs; rather, such portion of the Purchase Price shall be payable by CMSI the Purchaser to the Seller on the closing date in same-day fundsSBO Closing Date pursuant to Section 2.02 above, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion be calculated as of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or applicable Cut-off Date with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementthereto based upon those SBOs so purchased.

Purchase Price. The In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in this Agreement, the Depositor shall, on each Sale Date, pay and deliver to Nationstar, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Nationstar, as receivables seller, and the Depositor, a purchase price (the "“Purchase Price"”) for the mortgage loans shall consist of equal to (ai) cash in the amount case of [___________]% one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the aggregate scheduled principal balance thereof as fair market values of the cut-off datesuch Receivables on such Sale Date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans payable in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay extent of funds available to the Underwriter any portion of Depositor. To the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of extent that the Purchase Price as such repayment to of the Underwriter. Upon payment Additional Receivables is greater than the cash portion of the Purchase Price, then the Seller Depositor shall transfer(i) first, assignpay such portion of the Purchase Price in the form of a borrowing under the Promissory Note in the form attached hereto as Exhibit A; provided however, set over that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (and otherwise convey immediately after) each borrowing thereunder, both before and after the sale transaction (1) the Depositor's total assets exceed its total liabilities, (2) the Depositor's cash on hand is sufficient to CMSI without recourse satisfy all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans its current obligations (other than payments its obligations under the Subordinated Note and the obligation to pay the Purchase Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (4) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Nationstar in an amount equal to the remaining unpaid portion of principal and interest due and payable the Purchase Price. Nationstar is hereby authorized by the Depositor to endorse on the mortgage loans on or before schedule attached to the cut-off Subordinated Note an appropriate notation evidencing the date and prepayments amount of principal on each advance thereunder, as well as the mortgage loans received or posted prior date of each payment with respect thereto, provided that the failure to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and make such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements notation shall not affect the rights any obligation of the parties hereto or to Depositor thereunder. Nationstar shall record in its books and records all increases in and payments in reduction of the Pooling Agreementoutstanding principal amount of the Subordinated Note.

Purchase Price. The purchase price On the third Business Day before the Closing Date, Sellers will deliver to Purchaser an Estimated Closing Statement together with reasonably detailed documentation to support the calculations contained therein. On the terms and subject to the conditions set forth herein, in consideration of the sale of the Acquired Assets, Purchaser shall pay to Sellers at the Closing an amount (to be allocated among the Sellers) equal to the result of the following formula, calculated based on the Estimated Closing Statement and subject to adjustment as set forth in Section 2.5 (the "“Purchase Price"”) for the mortgage loans shall consist of in cash, subject to Section 2.4: (a) cash in The face value of all Gross Receivables related to the amount CRS Accounts as of [___________]the Effective Time, other than those Gross Receivables constituting Related Assets with respect to any Restricted Item; plus (b) 8.75% of the aggregate scheduled principal balance thereof face value of all Gross Receivables related to the CRS Accounts as of the cut-off dateEffective Time (such amount calculated pursuant to this Section 2.3(b), plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, “Premium”); plus (c) The aggregate Appraised Value of the class LR certificates and Purchased Real Property; plus (d) The sum of the class PR certificates. Such cash shall be payable by CMSI aggregate Net Book Values, as of the Effective Time, of the Other Specified Assets, other than any Other Specified Assets constituting Related Assets with respect to any Restricted Item; plus (e) The sum of the Seller on aggregate Net Book Values, as of the closing date in same-day fundsEffective Time, of the Furniture and Equipment and the Seller will receive on Account Supplies, other than any Account Supplies constituting Related Assets with respect to any Restricted Item; plus (f) The sum of the closing date: aggregate Net Book Values, as of the Effective Time, of the Acquired Assets not included in clauses (a) through (e) above, other than any Acquired Assets constituting Related Assets with respect to any Restricted Item; minus (g) The aggregate Net Book Value, as of the class IA-IO and IIA-IO certificates Effective Time, of the Rewards Program Liability, other than any part of the Rewards Program Liability constituting Related Liabilities with respect to any Restricted Item; minus (h) The sum of the aggregate Net Book Values, as of the Effective Time, of the Other Specified Liabilities, other than any Other Specified Liabilities constituting Related Liabilities with respect to any Restricted Item; minus (i) The sum of the aggregate Net Book Values, as of the Effective Time, of the Assumed Liabilities not included in clauses (g) and (bh) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMICabove, respectively. If CMSI for other than any reason shall repay Assumed Liabilities constituting Related Liabilities with respect to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting AgreementRestricted Item; provided, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of that the Purchase Price as such repayment in aggregate (taking into account any adjustments to the Underwriter. Upon payment Purchase Price in accordance with this Agreement including the calculation of the Final Purchase Price, Price and the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest Correction Amount in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or accordance with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating theretoSection 2.5) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementexceed $39.5 billion dollars.

Purchase Price. The purchase price Subject to Section 13.6, Buyer will pay the Company and the Asset Sellers the following consideration (all together, the "“Purchase Price") for the mortgage loans shall consist of ”): (a) cash An aggregate of $2,722,500 less any Balance Sheet Adjustment Amount reflected on the Closing Date Balance Sheet (the “Closing Cash Payments”) by wire transfer to a bank account of the Company and ENBW in accordance with wire transfer instructions delivered by the amount of [___________]Company and ENBW to Buyer, payable by Buyer at the Closing as follows: (i) 45.6382% of the aggregate scheduled principal balance thereof as Closing Cash Payments to ENBW; and (ii) 54.3618% of the cut-off date, plus accrued interest thereon at Closing Cash Payments to the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, Company. (b) An aggregate of $545,000 (the class IA-IO “Acquired Assets Delivery Payments”), by wire transfer to a bank account of the respective Asset Seller in accordance with wire transfer instructions delivered by the Asset Seller to Buyer, payable by Buyer upon completion of the training and IIA-IO certificates, delivery of the applicable Acquired Assets in accordance with Section 11.15 as follows: (i) 60% of the Acquired Assets Delivery Payments to ENVICA; and (ii) 40% of the Acquired Assets Delivery Payments to ENBW. (c) An aggregate of $875,000 (the class LR certificates and “Future Cash Payments”), by wire transfer to a bank account of the Company in accordance with wire transfer instructions delivered by the Company to Buyer, payable by Buyer 18 months following the Closing Date. (d) An aggregate of $1,000,000 (the class PR certificates“Holdback Cash Payments”), by wire transfer to a bank account of the Company and ENBW in accordance with wire transfer instructions delivered by the Company and ENBW to Buyer, payable by Buyer on the date that is 24 months from the Closing Date as follows: (i) 50% of the Holdback Cash Payments to ENBW; and (ii) 50% of the Holdback Cash Payments to the Company. (e) An aggregate of $600,000 (the “Contingent Payments”), by wire transfer to a bank account of the Company in accordance with wire transfer instructions delivered by the Company to Buyer, payable by Buyer to the Company as follows: $300,000 on December 1, 2007 and $300,000 on December 1, 2008; provided, however, that no Contingent Payments shall be made unless ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ is an employee of Buyer or any of its Affiliates on the date that such payment is due; provided, further, that if ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ terminates his employment for “Good Reason” (as such term is defined in his Employment Agreement) or has had his employment terminated by Buyer or any of its Affiliates without “Cause” (as such term is defined in his Employment Agreement), any Contingent Payments or remaining unpaid portion thereof shall be paid by Buyer on such dates. (f) For each of the calendar years 2004 through and including 2008, an amount equal to the lesser of (i) 25% of the Revenue in such year that exceeds the target revenue amounts for the applicable calendar year set forth in Schedule 2.3(f) and (ii) 20% of the Net Operating Cash in such year (the “Revenue Earnout Payments”). Such cash shall Any Revenue Earnout Payments will be payable by CMSI Buyer to ENBW by wire transfer to a bank account of ENBW in accordance with wire transfer instructions delivered by ENBW to Buyer, no later than April 15 following the revenue-generating year for which the applicable Revenue Earnout Payment was calculated. (g) For each of the calendar years 2004 through and including 2008, 19.5% of the amount by which Adjusted Net Cash Flow exceeds the target cash flow amounts for the applicable calendar year set forth in Schedule 2.3(g) (the “Cash Flow Earnout Payments”); provided that any Capital Expenditures in 2004 will not be included in the above calculation. Any Cash Flow Earnout Payments will be payable by Buyer to the Seller on Company by wire transfer to a bank account of the closing date Company in same-day fundsaccordance with wire transfer instructions delivered by the Company to Buyer no later than April 15 following the year for which the applicable Cash Flow Earnout Payment was calculated. (h) An aggregate of up to $5,022,220 (the “Acquired Assets Payments”), and payable in 15 annual installments for each of the Seller will receive on calendar years 2004 through 2018 equal to the closing date: lesser of (ai) 10% of the class IA-IO and IIA-IO certificates IP Revenues for the applicable calendar year and (bii) $502,220, each payable by Buyer as follows: (i) 60% of the class LR and class PR certificates evidencing Acquired Assets Payments to ENVICA; and (ii) 40% of the residual interests in the lower-tier REMIC and the pooling REMIC, respectivelyAcquired Assets Payments to ENBW. If CMSI for any reason shall repay Any Acquired Assets Payments to the Underwriter any portion Asset Sellers will be made by wire transfer to a bank account of the price paid to CMSI respective Asset Seller in accordance with wire transfer instructions delivered by the Underwriter pursuant Asset Seller to Buyer, no later than 515 days following the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount end of the Purchase Price as such repayment to calendar year for which the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementapplicable Acquired Assets Payment was calculated.

Purchase Price. The purchase price total consideration to be paid by Buyer to Sellers in exchange for the sale, assignment, conveyance, transfer and delivery of the Acquired Interests to Buyer shall be an amount (the "“Unadjusted Purchase Price"”) for the mortgage loans shall consist that consists of (ai) $820,000,000 in cash (as adjusted in accordance with Section 2.3, the “Cash Purchase Price”), (ii) the Stock Consideration and (iii) deferred cash payments in an amount of [___________]% equal to the Aggregate Rollover Amount, payable pursuant and subject to the terms of the aggregate scheduled principal balance thereof Rollover Agreements (the “Deferred Cash Payments” and together with the Cash Purchase Price, as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day fundsso adjusted, and the Seller will receive Stock Consideration, the “Adjusted Purchase Price”) and subject to the Allocation in accordance with Section 2.4. Notwithstanding the foregoing, if, at any time on or after the date hereof and prior to the Closing, (x) Parent effects (or any record date occurs with respect thereto) (A) any dividend or distribution on the closing date: Parent Common Stock in form other than cash, (aB) subdivision (by split, recapitalization or otherwise) of Parent Common Stock, (C) combination or reclassification of Parent Common Stock into a different number of shares of Parent Common Stock or (D) issuance of any securities by reclassification of Parent Common Stock (including any reclassification in connection with a merger, consolidation or business combination) or (y) any merger, consolidation, combination, reorganization or other transaction is consummated pursuant to which Parent Common Stock is converted to, or otherwise entitled to receive, cash, securities and/or other property or assets, then the class IA-IO and IIA-IO certificates and number of shares of Parent Common Stock to be issued to Sellers (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMICand/or, respectively. If CMSI for any reason shall repay if applicable, to the Underwriter any those Seller Designees to whom Sellers designate to receive all or a portion of the price paid shares of Parent Common Stock comprising the Stock Consideration as identified in writing to CMSI Buyer at least two Business Days prior to the Closing Date) as the Stock Consideration pursuant to this Agreement shall be proportionately adjusted, including, for the avoidance of doubt, in the cases of clauses (x)(A), (x)(D) and (y) to provide for the receipt by Sellers, in lieu of or in addition to (as the Underwriter case may be) any shares of Parent Common Stock constituting the Stock Consideration, the same number or amount of cash, securities and/or other property or assets as would have been received if each share of Parent Common Stock constituting the Stock Consideration had been outstanding at the time of such transaction described in clauses (x)(A), (x)(D) and (y) hereof. An adjustment made pursuant to the Underwriting Agreement, foregoing sentence shall become effective immediately after the Seller shall simultaneously and record date in the same manner repay to CMSI case of a proportionate amount dividend and shall become effective immediately after the effective date in the case of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Pricea subdivision, the Seller shall transfersplit, assigncombination, set over and otherwise convey to CMSI without recourse all of the Seller's rightreorganization, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard reclassification or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementtransaction.

Purchase Price. The purchase price for the Interests (the "“Purchase Price"”) shall be a number of fully paid and nonassessable shares of Globalstar, Inc. common stock, par value US$0.0001 per share (the “Globalstar Stock”), equal to the quotient of (i) Six Million Five Hundred Thousand U.S. Dollars (US$6,500,000) less the Outstanding Service Fees (as defined below) divided by (ii) the Adjusted Globalstar Stock Price. The “Adjusted Globalstar Stock Price” means the average of the closing price per share of the Globalstar Stock as reported by the NASDAQ Stock Market for the mortgage loans 10 trading-day period ending upon the third trading day immediately preceding the Closing Date. The “Outstanding Service Fees” means all amounts due to Globalstar on the Closing Date under that certain Satellite Capacity Leasing Agreement, Agreement #GLLC-C-04-0161 between Globalstar LLC and the Operating Subsidiary dated as of May 1, 2004, as amended by the Amendment thereto dated as of May 1, 2004 and by the Addendum thereto dated as of May 1, 2004 and as assigned to LDG pursuant to the Assignment and Assumption Agreement between the Operating Subsidiary and LDG dated as of July 31, 2005 (as amended and assigned, the “Satellite Services Agreement”), after giving effect to all and any discounts, rebates and deductions granted to LDG by Globalstar (which discounts, rebates and deductions shall consist of (a) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof be no less than those accorded by Globalstar to other independent gateway operators). The parties acknowledge and agree that, as of the cut-off datedate hereof and after giving effect to all applicable discounts, plus accrued interest thereon at rebates and deductions, US$790,407.89 is due and owing from LDG to Globalstar under the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from Satellite Services Agreement for services rendered during periods to and including October 31, 2007 and that the cut-off date discount to but excluding which LDG is entitled with respect to services rendered for periods commencing on or after November 1, 2007 is 50% (or such greater discount as may be accorded by Globalstar to other independent gateway operators for such periods). The parties further acknowledge and agree that the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any Operating Subsidiary has received a portion of the price CISA Tax Reimbursements (as defined below), and, therefore, a portion of the Outstanding Services Fees shall be paid by LDG (or the Operating Subsidiary at LDG’s direction) to CMSI by Globalstar in accordance with Section 7(a) hereof. The parties (including Sellers) agree and acknowledge that the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of Globalstar Stock issued as the Purchase Price as such repayment shall be issued by Globalstar directly to Loral Space (rather than to any of Sellers). For the Underwriter. Upon payment avoidance of the Purchase Pricedoubt, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto acknowledge and agree that no right of payment from LDG or to the Pooling AgreementOperating Subsidiary in favor of Sellers or Loral Space shall arise as a result of treatment of the Outstanding Service Fees provided for herein.

Purchase Price. The purchase price Purchase Price for the Acquired Assets is Four Hundred Fifty Thousand Dollars ($450,000.00) payable as follows: Upon the execution of this Agreement by all parties Property Management Buyer shall pay to Escrow Agent (hereinafter defined) the sum of (i) an initial refundable deposit of Fifty Thousand Dollars ($50,000.00) (the "Purchase Price"“Initial Deposit”) for to ▇▇▇▇▇▇▇ Law Group, P.A. Trust Account (“Escrow Agent”); and within two (2) business days after the mortgage loans shall consist of (a) cash in the amount of [___________]% expiration of the aggregate scheduled principal balance thereof Due Diligence Period (ii) Fifty Thousand Dollars ($50,000.00) (the “Additional Deposit”) (the Initial Deposit and Additional Deposit are collectively referred to as of the cut-off date“Deposit”); and, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date Closing (hereinafter defined) Property Management Buyer shall pay to but excluding the closing date, Property Management Seller (bi) the class IA-IO and IIA-IO certificatessum of Three Hundred Fifty Thousand Dollars ($350,000.00 (“Balance Due”) (subject to any prorations, (c) the class LR certificates and (d) the class PR certificatescredits or agreed upon a adjustments as provided for herein). Such cash The Purchase Price shall be payable by CMSI Property Management Buyer to Property Management Seller, by wire transfer funds, plus or minus the specific items hereinafter described and the usual and ordinary prorations and credits, including but not limited to rent, if any paid for the lease of the leased premises and any leased equipment assumed by Property Management Buyer, personal property taxes for the year of closing imposed on the assets, real estate taxes, gift card liabilities, (collectively, the “Prorations and Credits”). Further, any security deposits held by the vendor/lessor of the leased premises and any leased equipment being assumed by Property Management Buyer shall be reimbursed to Property Management Seller at the time of Closing provided that said vendor/lessor shall transfer the said security deposit for the benefit of the Property Management Buyer as of the Closing Date. The parties hereto agree to re-prorate as to any errors in the listing or payment of Prorations and Credits. Property Management Seller shall be responsible for electricity, telephone, water and sewer, gas and other utility charges, salaries and accrued vacation and other benefits of employees, payment of all amounts owed by Property Management Seller to any governmental agency or unit, and payment of all amounts secured by Liens against the Acquired Assets. To the extent that one party owes money to the Seller on other pursuant to this section, such party shall pay all amounts so owed within thirty (30) days after written notice thereof. In accordance with the closing date in same-day fundsprovisions of Section 2(e) of the Restaurant Asset Purchase Agreement, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any a portion of the price paid to CMSI by the Underwriter Restaurant Asset Purchase Price shall be held pursuant to an escrow agreement in form and substance reasonably acceptable to Property Management Buyer and Property Management Seller (the Underwriting “Closing Escrow Agreement, ”) to secure the indemnification obligations of both the Restaurant Asset Seller shall simultaneously and the Property Management Seller under this Agreement for a period of one (1) year after Closing. The Escrow Cash will be released only in accordance with the same manner repay to CMSI a proportionate amount terms of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance CertificatesClosing Escrow Agreement. The Property Management Seller acknowledges and agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee that Property Management Buyer’s remedies under the Pooling Closing Escrow Agreement are the Property Management Buyer’s sole and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) exclusive recourses or remedies in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementconnection herewith.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in The aggregate purchase price for the Purchased Membership Interests (the “Purchase Price”) shall be (A) Four Million Dollars ($4,000,000) consisting of, at Buyer’s sole discretion (i) the offset against any amount owing to Buyer or any of its Affiliates by Seller or the Teco Subsidiaries under the Management Agreement or the CSW Note; provided, however, that any payment of the Purchase Price by offset of amounts due under the CSW Note shall reduce the Purchase Price by an amount equal to one hundred and ten percent (110%) of the amount of [___________]% the principal and accrued interest offset under the CSW Note (the “Offset Amount”), or (ii) cash (the “Cash Purchase Price”), or (iii) a combination of the aggregate scheduled principal balance thereof as foregoing, and (B) the issuance to the Seller of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans Seller Note described in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, Section 2.3 below. (b) Seller and Buyer agree that the class IA-IO Purchase Price to be paid at the Closing shall be (A) reduced by any (i) Employee Liability Amounts, (ii) Teco Subsidiary Fines, (iii) Liabilities of the Teco Subsidiaries incurred prior to the Management Commencement Date and IIA-IO certificatesnot included on the Balance Sheet, and (iv) 50% of all costs and expenses incurred by the Buyer and its Affiliates in connection with obtaining the Nevada Approval, and (B) increased by the amount of (i) Closing Inventory, and (ii) Closing Cash. Seller and Buyer further agree that except as expressly set forth in the preceding sentence, the Purchase Price to be paid at the Closing shall not be reduced by any Liabilities of the Teco Subsidiaries incurred in the ordinary course of business following the Management Commencement Date other than in respect of accrued management fees due to Buyer under the Management Agreement. (c) Buyer shall deliver to Seller no less than two days prior to the class LR certificates Closing Date a schedule (the “Purchase Price Schedule”) setting forth (i) its calculation of both the Purchase Price and the Cash Purchase Price, after giving effect to the Offset Amount and the adjustments to the Purchase Price pursuant to Section 2.2(b) above, and (ii) a list of third-party creditors of the Seller or its Subsidiaries to whom Buyer will apply a portion of the proceeds of the Cash Purchase Price to reduce (or pay in full) amounts owed to them by Seller or its Subsidiaries (the “Named Creditors”), and the amount of such payments to be made by Buyer to the Named Creditors at the Closing (the “Payoff Amounts”); provided, however, that the Payoff Amounts shall not include any Liabilities of the Teco Subsidiaries incurred in the ordinary course of business following the Management Commencement Date. (d) the class PR certificates. Such cash The Purchase Price Schedule shall be payable prepared by CMSI Buyer in good faith. In the event Seller in good faith reasonably objects to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for Purchase Price Schedule or any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreementamount set forth thereon, the Seller shall simultaneously promptly provide a detailed notice of such objection to Buyer, and Buyer and Seller (and their respective Representatives) shall negotiate in the same manner repay good faith to CMSI a proportionate amount of the Purchase Price resolve such objection as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted soon as possible prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementClosing.

Purchase Price. The (a) Subject to the terms and conditions of this Agreement, the aggregate purchase price (the "“Purchase Price"”) for the mortgage loans Transferred Assets and Licensed CuraGen Rights (and which shall consist also include payment for the Termination as provided for herein) shall be as follows: (i) Twenty Six Million United States Dollars ($26,000,000), together with such adjustments calculated in accordance with Section 3.3(d) above, which total adjusted amount shall be payable by TopoTarget to CuraGen on the Effective Date in cash by wire transfer of immediately available funds to such account or accounts designated by CuraGen prior to the Effective Date (the “Cash Purchase Price”), (ii) an obligation to deliver 5,000,000 TopoTarget Shares, which shares shall be subscribed to by CuraGen and issued by TopoTarget to CuraGen as soon as practicable after the Effective Date but in no event later than thirty (30) days following the Effective Date and (c) the contingent payment obligations, in an amount not to exceed Six Million United States Dollars ($6,000,000) in the aggregate, pursuant to Section 3.4(c) and Section 3.4(d) below. (b) TopoTarget shall use commercially reasonable efforts to, and shall request that its financial advisors use commercially reasonable efforts to, during the period commencing on the Effective Date and ending on July 7, 2008 (the “Initial Period”), assist CuraGen, at CuraGen’s expense, in procuring placements for the 5,000,000 TopoTarget Shares comprising part of the Purchase Price on terms and conditions (including price) agreed upon by CuraGen in its sole discretion, provided that CuraGen agrees it shall sell any TopoTarget Shares for which (i) TopoTarget’s financial advisors are able to procure one or more placees for at least [**] or more TopoTarget Shares and (ii) the price per share (net of any expenses paid by CuraGen) is greater than or equal to the average closing price of TopoTarget Shares on Nasdaq OMX Nordic Exchange Copenhagen over the [**] trading day period ending on the Effective Date. Notwithstanding the foregoing, should TopoTarget notify CuraGen that it intends to engage in any rights offering of more than [**] TopoTarget Shares: (x) TopoTarget shall use its commercially reasonable efforts to include all of the 5,000,000 TopoTarget Shares held by CuraGen in such offering up to the maximum amount deemed prudent by TopoTarget’s financial advisors, in which event CuraGen shall share in the reasonable and customary expenses of the offering in proportion to the total number of TopoTarget Shares sold by CuraGen and TopoTarget in such offering, (y) CuraGen shall refrain from selling or otherwise transferring any of its TopoTarget Shares during the Initial Period until the earliest to occur of the end of the Initial Period and the completion and/or abandonment of such rights offering and (z) CuraGen shall commit to sell in such rights offering any TopoTarget Shares it holds, provided that the price per share (net of any expenses paid by TopoTarget) is greater than or equal to the average closing price of TopoTarget Shares on Nasdaq OMX Nordic Exchange Copenhagen over the [**] trading day period ending on the Effective Date. Notwithstanding the foregoing, should TopoTarget notify CuraGen that it intends to engage in any public offering (other than a rights offering) or private placement of equity securities representing more than [**] TopoTarget Shares: (x) CuraGen shall refrain from selling or otherwise transferring any of its TopoTarget Shares during the Initial Period until the earliest to occur of the end of the Initial Period and the completion and/or abandonment of such public offering or private placement, (y) TopoTarget shall offer to use the net proceeds of such offering to repurchase at a price per share (net of any expenses paid by TopoTarget) equal to the average closing price of TopoTarget Shares on Nasdaq OMX Nordic Exchange Copenhagen over the [**] trading day period ending on the Effective Date, provided that the offering is completed at a price per share (net of any expenses paid by TopoTarget) greater than or equal to the average closing price of TopoTarget Shares on Nasdaq OMX Nordic Exchange Copenhagen over the [**] trading day period ending on the Effective Date, and (z) CuraGen shall commit to sell to TopoTarget at such price any TopoTarget Shares it holds. In the event any such TopoTarget Shares have not been placed or otherwise sold in accordance with the first three (3) sentences of this Section 3.4(b) during the Initial Period, CuraGen shall be free to trade such TopoTarget Shares, provided such trades are in compliance in all cases with the requirements of the Securities Act and other applicable laws. In furtherance of the foregoing, TopoTarget shall take all steps necessary to ensure that the TopoTarget Shares delivered as part of the Purchase Price shall be freely tradeable under Danish law (but not the Securities Act) on Nasdaq OMX Nordic Exchange Copenhagen as soon as practicable but in no event later than thirty (30) days after the Effective Date. In the event any such TopoTarget Shares have not been placed or otherwise sold in accordance with the first two sentences of this Section 3.4(b) during the Initial Period and are not then freely tradeable under Danish law (but not the Securities Act) on Nasdaq OMX Nordic Exchange Copenhagen as July 8, 2008 (and CuraGen has not withheld any reasonable assistance requested by TopoTarget in connection with such freely tradeable obligation), TopoTarget shall pay to CuraGen on a monthly basis in arrears an amount equal to (i) the number of such unplaced and unsold TopoTarget Shares multiplied by (ii) [**]% of the average closing price of TopoTarget Shares on Nasdaq OMX Nordic Exchange Copenhagen over the [**] trading day period ending on the Effective Date multiplied by (iii) the number of days elapsed since the later of (a) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off dateJuly 8, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates 2008 and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectivelylast payment made pursuant to this sentence of this Section 3.4(b). If CMSI for any reason shall repay With respect solely to the Underwriter any portion question of whether the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted TopoTarget Shares are freely tradeable prior to the close expiration of business on the cut-off dateInitial Period (and not including any other default relating to the issuance of the TopoTarget Shares), together with such payment shall be TopoTarget’s sole liability and CuraGen’s sole remedy. CuraGen acknowledges that the TopoTarget Shares have not been registered under the Securities Act, and therefore all transactions in such TopoTarget Shares shall be conducted in transactions exempt from, or not subject to the registration requirements of, the Securities Act. (c) For Net Sales of Products by TopoTarget and its Affiliates (but not for Net Sales by any Sublicensee), TopoTarget shall pay to CuraGen a royalty equal to [**] percent ([**]%) of the Seller's righttotal Net Sales of Products received by TopoTarget or any Affiliate until such time as the amounts paid to CuraGen under this Section 3.4(c) and Section 3.4(d) below equal Six Million Dollars ($6,000,000) in the aggregate. (d) With respect to any Sublicense to any Sublicensee, title TopoTarget shall pay to CuraGen an amount equal to [**] percent ([**]%) of the Sublicense Income actually received in cash by TopoTarget until such time as the amounts paid to CuraGen under Section 3.4(c) above and interest this Section 3.4(d) equal Six Million United States Dollars ($6,000,000) in and the aggregate. (e) Notwithstanding anything to the proceeds contrary contained herein, only one royalty or other payment shall be paid to CuraGen for each unit of Product sold regardless of how many transactions may occur between manufacture of the unit of Product and purchase by the final end user, it being understood and agreed that (i) any royalty under Section 3.4(c) will be based upon the first arms length transaction between TopoTarget (or any Affiliate) and any Third Party, (ii) any payment under Section 3.4(d) shall only arise at the time of receipt in cash by TopoTarget of Sublicense Income and (iii) for the avoidance of doubt, sale of any related title, hazard specific unit of Product may only be eligible for a potential payment under either Section 3.4(c) or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and Section 3.4(d) but not both such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementSections.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) At least two business days prior to the Closing Date, Seller shall deliver to Buyer a statement setting forth Seller’s good faith estimates, together with reasonable supporting detail, of Closing Net Debt (“Estimated Closing Net Debt”) and Closing Adjusted Working Capital (“Estimated Closing Adjusted Working Capital”). (b) Subject to Section 6.09, pursuant to the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall pay or cause to be paid to the Selling Subsidiary (or one or more Affiliates as the Selling Subsidiary may designate), in immediately available funds by wire transfer to one or more bank accounts (such accounts to be designated in writing by the Selling Subsidiary at least two business days prior to the Closing Date), cash in U.S. dollars in an aggregate amount (the “Closing Date Amount”) equal to (i) $9,600,000,000 (the “Purchase Price”), minus (ii) if Estimated Closing Net Debt is a positive number, the amount of [___________]% Estimated Closing Net Debt, plus (iii) the Unfunded Pension Liability Adjustment Amount plus (iv) if Estimated Closing Net Debt is a negative number, the absolute value of Estimated Closing Net Debt, plus (v) (x) Estimated Closing Adjusted Working Capital minus (y) the Target Amount (which difference may be positive or negative) and minus (vi) the Purchase Price Decrease (as defined in Annex A to Section 6.01(c)(xi) of the aggregate scheduled principal balance thereof Disclosure Letter). The Selling Subsidiary hereby authorizes Seller (or such Subsidiaries as Seller may designate) to accept the Purchase Price on behalf of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, Selling Subsidiary. (c) the class LR certificates and (d) the class PR certificates. Such cash The Purchase Price shall be payable by CMSI subject to the Seller on the closing date adjustment provisions of Section 2.04 and shall be allocated as described in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementSection 8.03.

Purchase Price. The purchase price for the Purchased Interests or Assets (the "“Purchase Price"”) shall be determined by a qualified appraiser or appraisers (to the extent that Licensor and Licensee mutually agree that it would be prudent to retain an appraiser to appraise the value real property and another appraiser to appraise a Branded Retail Store’s other assets) mutually agreed upon in writing by Licensor and Licensee within thirty (30) days of Licensee’s receipt of the Purchase Notice. If Licensor and Licensee cannot agree upon the selection of an appraiser(s), each shall designate an appraiser within forty five (45) days of Licensee’s receipt of the Purchase Notice to appraise the Purchased Interests or Assets. If the appraised values of the Purchased Interests or Assets established by the two (2) appraisals are within ten percent (10%) of each other, the Purchase Price shall be the average of the two (2) appraised values. If the appraised values of the Purchased Interests or Assets established by the two (2) appraisals are not within ten percent (10%) of each another, the appraisers shall together designate a third appraiser to conduct a third appraisal of Purchased Interests or Assets. In such event, the Purchase Price shall be determined by averaging the appraised values established by all three (3) appraisals. The appraised value of the Purchased Interests or Assets established by the appraiser(s) shall, with respect to each Branded Retail Store, be the reasonable fair market value of the assets of such Branded Retail Store based on their continuing use in, as, and for the mortgage loans operation of such Branded Retail Store and each appraiser will designate a price for each category of asset (e.g., land, building, equipment, fixtures, etc.), but shall consist not include the value of (aany goodwill of the business that is attributable to the Licensed Property. The appraised value of the Purchased Interests or Assets established by the appraiser(s) cash shall, with respect to each Branded Retail Store, reflect a multiple of total gross sales at the Branded Retail Store that is comparable to similar purchase of stores in the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans same industry and in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectivelya similar geographic location. If CMSI for any reason shall repay a party does to the Underwriter any portion of the price paid to CMSI by the Underwriter select an appraiser pursuant to the Underwriting Agreementprocedures and timelines set forth in this Section 7.2, the Seller appraisal delivered by the other party’s designated appraiser shall simultaneously be binding on the parties. Licensor or its designated purchaser and in the same manner repay to CMSI a proportionate amount Licensee will each pay one-half of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over appraisers’ fees and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementexpenses.

Purchase Price. (a) The aggregate initial purchase price (the "“Initial Purchase Price"”) to be paid by Purchaser in consideration for the mortgage loans Equity Interests and the Transferred Assets and the assumption of the Assumed Liabilities shall consist of be an amount equal to: (ai) cash in One Hundred Fifty Five Million Dollars ($155,000,000); (ii) plus the amount of [___________]% the difference between the Estimated Spent Capex and the Target Spent Capex if the Estimated Spent Capex is more than the Target Spent Capex or minus the amount of such difference if the Estimated Spent Capex is less than the Target Spent Capex; (iii) minus the amount of Estimated Closing Date Net Debt if the Estimated Closing Date Net Debt is a positive number, or plus the absolute value of the aggregate scheduled principal balance thereof as Estimated Closing Date Net Debt if the Estimated Closing Date Net Debt is a negative number; and (iv) plus the amount of the cut-off date, plus accrued interest thereon at difference between the rate Estimated Closing Date Net Working Capital and the Target Net Working Capital if the Estimated Closing Date Net Working Capital is more than the Target Net Working Capital or minus the amount of 6.00% per annum on such difference if the mortgage loans Estimated Closing Date Net Working Capital is less than the Target Net Working Capital. The Initial Purchase Price shall be subject to adjustment as hereinafter set forth in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, Section 2.2. (b) the class IA-IO and IIA-IO certificates, No later than ten (c10) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI Business Days prior to the Closing Date, Seller on Parent shall prepare and deliver to Purchaser a statement (the closing date in same-day funds“Initial Closing Statement”) setting forth Seller Parent’s good faith calculation of the estimated amounts of Estimated Spent Capex, Estimated Closing Date Net Working Capital, Estimated Closing Date Net Debt and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Initial Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or together with reasonable supporting detail with respect to the mortgage loans calculations included therein. The Initial Closing Statement shall be prepared in accordance with the Specified Accounting Principles. Purchaser shall have the right to object in good faith to the amounts set forth in the Initial Closing Statement within five (other 5) Business Days after the delivery of the Initial Closing Statement to Purchaser. Seller Parent shall in good faith consider the objections, if any, of Purchaser to the Initial Closing Statement and, if Seller Parent determines, in its discretion, that changes to the Initial Closing Statement are appropriate, Seller Parent shall re-issue the Initial Closing Statement no later than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted two (2) Business Days prior to the close Closing Date (it being understood, for the avoidance of business doubt, that Seller Parent’s decision not to reissue the Initial Closing Statement shall not constitute a breach of this Agreement for purposes of Article 8 hereof). (c) At the Closing, Purchaser shall pay the Initial Purchase Price set forth on the cut-off date)Initial Closing Statement to Seller Parent, together with all for itself as a Seller and as agent for the other Sellers, by a wire transfer of the Seller's right, title and interest immediately available funds in and Dollars to a bank account to be designated in writing by Seller Parent not less than two (2) Business Days prior to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementClosing Date.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans Put Interest shall consist be calculated as follows: (i) If the date of the Exercise Notice is a date falling in the First Put Exercise Period and the Put Closing Date occurs on or after the ***, the purchase price for the Put Interest shall be ***. If the date of the Exercise Notice is a date falling in the Second Put Exercise Period, the purchase price for the Put Interest shall be ***. If the date of the Exercise Notice is a date falling in the Third Put Exercise Period, the purchase price for the Put Interest shall be ***. In each case, the purchase price shall be ***. (aii) cash If the date of the Exercise Notice is a date falling in the First Put Exercise Period and the Put Closing Date occurs prior to the ***, the purchase price for the Put Interest shall be the amount of [___________]% ***; provided, that if the Put Closing Date is a date falling on or before the date that is *** after the Effective Date, the purchase price for the Put Interest shall be calculated ***, and, provided further, that if the transaction arising out of the aggregate scheduled principal balance thereof as exercise of the cut-off datePut gives rise to an obligation to make an Unjust Enrichment Payment to the FCC pursuant to Section 1.2111, plus accrued of the FCC Rules (or any similar rule) then the purchase price for the Put Interest shall be reduced by an amount equal to the Unjust Enrichment Payment. (iii) For purposes of subsections (i) and (ii) above, if the Put Interest is a membership interest thereon at in a Holding Subsidiary, the rate Purchase Price shall be calculated by taking into account only that portion of 6.00% per annum C9 Wireless’ Capital Contribution to Royal Street that is properly allocated to such Holding Subsidiary based on the mortgage loans value of such Holding Subsidiary in pool I and 5.50% per annum proportion to the aggregate value of all the Holding Subsidiaries. (iv) At GWI’s sole option, if the common stock of *** is publicly traded on either the NASDAQ National Market System or the New York Stock Exchange on the mortgage loans Put Closing Date, GWI may pay all or a portion of the purchase price for the Put Interest in pool IIcommon stock of *** that is freely transferable under the Securities Act and all applicable state securities laws. For purposes of determining the number of shares of common stock required to be delivered on the Put Closing Date, from and including the cut-off date value of each share of common stock to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash be delivered shall be payable by CMSI to the Seller on the closing date in same-day fundslesser of (A)*** ***; provided, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIChowever, respectively. If CMSI for any reason shall repay to the Underwriter that GWI may not pay any portion of the purchase price paid to CMSI by the Underwriter pursuant with *** common stock to the Underwriting Agreement, extent that the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required common stock to be delivered exceeds 2% of the total *** common stock held by CMSI to the Trustee non-affiliates that is freely transferable under the Pooling Agreement Securities Act and such other documents, instruments and agreements all applicable state securities laws as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementPut Closing Date.

Purchase Price. The During the Term, the purchase price (of the "Purchase Price") Products sold by Seller for purposes of the mortgage loans Humanitarian Program shall consist be for an amount equal to the sum of (ai) cash in the amount of [___________]**** Cost plus ****%, and (ii) ****% of the aggregate scheduled principal balance thereof as **** Cost of the cut-off dateProducts included in the Report (which, plus accrued interest thereon for purposes of this subsection (ii), shall include the **** Costs of Reagents) (the “Purchase Price”). For the avoidance of doubt, Seller and its Affiliates shall supply Reagents and other raw materials for the manufacture of Products for purposes of the Humanitarian Program at no cost. Promptly following the rate receipt of 6.00% per annum on the mortgage loans in pool I each Report, Inverness Japan shall prepare and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date submit an invoice to but excluding the closing date, Seller for an amount equal to (b1) the class IA-IO and IIA-IO certificates**** Cost plus ****%, (c) the class LR certificates and (d2) ****% of the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests **** Cost of such Products included in the lower-tier REMIC and Report (which, for purposes of this subsection (2) shall include the pooling REMIC**** Costs of Reagents). Seller shall pay the amount so invoiced no later than 30 days after the date of such invoice; provided, respectivelyhowever, that if Seller disagrees with the amounts set forth in such invoice, Seller shall send a written notice to Inverness Japan stating the specific reasons for its disagreement within 20 days of receiving such invoice. If CMSI for Seller makes such notification to Inverness Japan, Seller and Inverness Japan must attempt to reconcile their differences during 2 weeks and if they are unable to do so, then, Seller shall have the right, during normal business hours and at Seller’s expense, to have an independent certified public accountant selected by Seller and reasonably acceptable to Inverness Japan, audit any reason shall repay amounts calculated pursuant to the Underwriter any portion this Section 5.5. The decision of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or independent certified public accountant with respect to the mortgage loans (other calculation of such amounts shall be final and binding on Inverness Japan and Seller. If, based upon the decision of the independent certified public accountant, there has been an overstatement of the amount calculated and such difference is greater than payments 10% of principal the original amount, Inverness Japan shall reimburse Seller for all the fees of the audit conducted by the independent certified public accountant. If Seller pays an amount invoiced by Inverness Japan pursuant to this Section 5.5 without notifying Inverness Japan of Seller’s disagreement of such amount, but later reasonably believes that the amount so invoiced and interest due paid by Seller was overstated by more than 10%, Seller shall have the right, during normal business hours and payable on at Seller’s expense, to have an independent certified public accountant selected by Seller and reasonably acceptable to Inverness Japan, audit such amount paid by Seller to Inverness Japan. The decision of the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior independent certified public accountant with respect to the close calculation of business such amount shall be final and binding on Inverness Japan and Seller. If the cut-off date)amount previously paid by Seller to Inverness Japan exceeds the amount determined by the independent certified public accountant, together with all within 30 days of the decision of the independent certified public accountant, (i) Inverness Japan shall reimburse Seller the difference between the amount paid by Seller and the amount determined by the independent certified public accountant, and (ii) if such difference is greater than 10% of the amount previously paid **** REPRESENTS TEXT OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. by Seller's right, title and interest in and to Inverness Japan shall reimburse Seller for all the proceeds fees of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificatesthe audit conducted by the independent certified public accountant. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered If the amount determined by CMSI to the Trustee under independent certified public accountant exceeds the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the amount previously paid by Seller to execute and deliver to the Trustee assignments Inverness Japan, within 30 days of the Mortgages decision of the independent certified public accountant, Seller shall pay to Inverness Japan the Trustee (difference between the amount determined by the independent certified public accountant and endorsements of any Mortgage Notes relating thereto) in recordable formthe amount paid by Seller. Such assignments and endorsements Failure to pay a disputed invoice shall not affect the rights be deemed a breach of the parties hereto or this Agreement by Seller and shall not relieve Inverness Japan from its commitment to the Pooling Agreement.continue to provide Products hereunder

Purchase Price. The total purchase price (the "“Purchase Price"”) for the mortgage loans transactions contemplated by this Agreement shall consist be an amount in cash equal to $4,800,000,000, which amount consists of (a) cash an amount equal to the Bridge Loan Purchase Price for the Bridge Loan, plus (b) an amount equal to the Purchase Price minus the Bridge Loan Purchase Price for the Shares (the “Share Purchase Price”), which amount shall be adjusted pursuant to and in accordance with this Section 2.03 and Sections 2.04 and 2.05. The Purchase Price shall be reduced by an amount equal to the sum of (x) the Credit Saison Debt Amount plus (y) the Syndicated Loan Debt Amount plus (z) any Indebtedness for Borrowed Money of the Companies and the Transferred Subsidiaries outstanding immediately prior to the Closing other than the Credit Saison Debt, the Bridge Loan, the Syndicated Loan and the AIGFAJ Subordinated Debt. For the avoidance of doubt, any such reduction to the Purchase Price shall be treated as an adjustment to the Share Purchase Price. The Parent shall notify the Acquiror of the principal amount of Indebtedness for Borrowed Money outstanding as of the Closing Date and the amount of [___________]% of the aggregate scheduled principal balance thereof interest (or original issue discount, as of the cut-off date, plus applicable) that will be accrued interest thereon at the rate of 6.00% per annum and unpaid on the mortgage loans in pool I Bridge Loan, the Credit Saison Debt, the Syndicated Loan and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date any other Indebtedness for Borrowed Money to but excluding the closing date, Closing Date no later than ten (b10) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI Business Days prior to the Seller Closing Date. For purposes of this ARTICLE II, any accrued and unpaid interest (or original issue discount, as applicable) on the closing date in same-day fundsBridge Loan, the Credit Saison Debt, and the Seller will receive Syndicated Loan and any principal or accrued and unpaid interest on any other Indebtedness for Borrowed Money shall be expressed in U.S. dollars based on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests Applicable Exchange Rate as in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion effect as of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementhereof.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash The aggregate consideration for the Acquired Assets (as it may be adjusted in accordance with this Agreement, the “Purchase Price”) will be, subject to any adjustments under Section 3.2, the sum of the following (without duplication): (i) $23.0 million, (ii) plus, the amount of [___________]% the Estimated Rimage Sub Cash, in an amount of up to $800,000 (the aggregate scheduled principal balance thereof as “Maximum Rimage Sub Cash”), (iii) less, the amount (if any) by which the Estimated Net Book Value is less than the Target Net Book Value, (iv) plus, the amount (if any) by which the Estimated Net Book Value exceeds the Target Net Book Value, and (v) less, the amount of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, Estimated EBITDA. (b) Seller will prepare and deliver to Buyer at least three Business Days prior to the class IA-IO Closing Date an estimated unaudited balance sheet of the Business as of 12:01 a.m. on the Closing Date (the “Estimated Closing Balance Sheet”) and IIA-IO certificatesa calculation of (i) the Estimated Rimage Sub Cash (ii) the Estimated Net Book Value, and (iii) Estimated EBITDA, in each case determined from the Estimated Closing Balance Sheet. The Estimated Closing Balance Sheet, the Estimated Net Book Value, Estimated Rimage Sub Cash and Estimated EBITDA will be computed in accordance with Exhibit A and GAAP used to prepare the Latest Balance Sheet. Seller will make the books, records, and financial staff of Seller available to Buyer and its accountants and other Representatives at reasonable times prior to the Closing Date so that Buyer may review the Estimated Closing Balance Sheet, the Estimated Net Book Value, the Estimated Rimage Sub Cash and Estimated EBITDA. Seller shall consider any suggested changes to the Estimated Closing Balance Sheet, the Estimated Net Book Value, the Estimated Rimage Sub Cash and Estimated EBITDA made by Buyer in delivering a revised Estimated Closing Balance Sheet, Estimated Net Book Value, Estimated Rimage Sub Cash and Estimated EBITDA prior to the Closing Date. (c) At the class LR certificates Closing and subject to the conditions set forth in this Agreement, Buyer will deliver: (di) the class PR certificates. Such cash shall be payable Purchase Price less the Escrow Amount to Seller, by CMSI wire transfer or delivery of other immediately available funds to an account designated by Seller; and (ii) the Escrow Amount to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests Escrow Agent to be held in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter Escrow Account pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount terms of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Escrow Agreement.

Purchase Price. 1.3.1 The purchase price for the Property (the "“Purchase Price"”) shall collectively be Fifteen Million Three Hundred Thousand and 00/100s Dollars ($15,300,000.00), and shall be allocated as set forth on Schedule 1.3 attached hereto and incorporated herein by reference. The Purchase Price shall be paid to Seller by Buyer on the Closing Date (as defined below), plus or minus all adjustments or credits as set forth herein, by wire transfer of immediately available federal funds. 1.3.2 Notwithstanding the foregoing, Seller and Buyer agree that the Purchase Price was determined based on a projected aggregate NOI (as defined below) of One Million Two Hundred Sixty Two Thousand Three Hundred Ninety Six and no/100 Dollars ($1,262,396.00) for the mortgage loans first full year of the term of each of the Leases, and thus a capitalization rate of 8.25% (“Capitalization Rate”). For purposes of this Agreement, “NOI” shall consist mean gross rent income received less (i) all tax deductible operating expenses, (ii) any additional cash outflows, (iii) all repair costs and (iv) the amortized cost of any capital improvements needed over the remaining term of each Lease. If as of the Effective Date the NOI for the first year of the term of any Lease has not been established (such Lease being an, “Unmatured Lease”), Buyer and Seller agree to adjust the allocated Purchase Price attributable to the parcel subject to such Unmatured Lease in the event that the first-year NOI that is allocated for such parcel differs from the projected NOI as set forth on Schedule 1.3 attached hereto and incorporated herein by reference by a margin greater than three percent (3%). Such adjusted allocated Purchase Price shall be computed by dividing the established NOI for the Unmatured Lease by the Capitalization Rate. To the extent the NOI for any Unmatured Lease is established on or before the Closing Date, any applicable adjustment to the allocated Purchase Price for the parcel subject to such Unmatured Lease based on the foregoing shall be effected at Closing. To the extent the NOI for any Unmatured Lease is not established on or before the Closing Date, then any adjustment to the Purchase Price based on the foregoing, whether in favor of the Buyer or the Seller, shall be made after all of the Unmatured Leases have had their respective NOI properly established and the party entitled to such adjustment shall be paid the difference between the allocated Purchase Price and the allocated Purchase Price as adjusted, by immediately available federal funds within twenty (20) days after notice of the same by Buyer or Seller. 1.3.3 In addition to adjustment to the Purchase Price set forth in Section 1.3.2 above, Seller and Buyer agree to further adjust the Purchase Price in the event that the “base year” (as defined in the respective Lease) for the property taxes levied against any parcel (the “Property Taxes”) has not been established as of the Effective Date. Any adjustment to the Purchase Price based on the foregoing, whether in favor of Buyer or Seller, shall be made after the base year Property Taxes have been established in accordance with the applicable Lease, and the party entitled to such adjustment shall be credited or paid the quotient of (a) cash the net difference between (i) the actual Property Taxes for the base year and (ii) the currently estimated amount of the Property Taxes for the base year, as set forth in the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum Lease and included on the mortgage loans in pool I Schedule 1.3 attached hereto and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, incorporated by reference divided by (b) the class IA-IO and IIA-IO certificatesCapitalization Rate. If the base year Property Taxes are established under any Lease after the Effective Date but on or before the Closing Date, (c) then the class LR certificates and (d) the class PR certificates. Such cash Purchase Price shall be payable by CMSI adjusted as provided herein on the Closing Date. If the base year Property Taxes are established under any Lease after the Closing Date, then an amount equal to any applicable Purchase Price adjustment shall be paid to the party entitled thereto in immediately available federal funds within twenty (20) days after notice of the same by Buyer or Seller on (as applicable). Notwithstanding the closing date in same-day fundsforegoing provisions of this Section 1.3.3, the parties acknowledge and the Seller will receive on the closing date: agree that (a) the class IA-IO and IIA-IO certificates NOI figures set forth in Schedule 1.3 for each parcel were computed by including the presently estimated base year Property Taxes among the operating expenses that were deducted from gross rent income, and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMICaccordingly, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount adjustment of the Purchase Price as such repayment pursuant to this Section 1.3.3 shall be computed in a manner that will not result in the duplication of any adjustment to the UnderwriterPurchase Price that is effected pursuant to Section 1.3.2 with reference to NOI figures that include expenses for Property Taxes which differ from the amounts shown in Schedule 1.3. 2. Upon payment Schedule 1.3. Schedule 1.3 of the Purchase Price, the Seller shall transfer, assign, set over Original Agreement is hereby deleted in its entirety and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or replaced with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementSchedule 1.3 attached hereto.

Purchase Price. The In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in this Agreement, the Depositor shall, on each Sale Date, pay and deliver to Nationstar, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Nationstar, as receivables seller, and the Depositor, a purchase price (the "“Purchase Price"”) for the mortgage loans shall consist of equal to (ai) cash in the amount case of [___________]% one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the aggregate scheduled principal balance thereof as fair market values of the cut-off datesuch Receivables on such Sale Date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans payable in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay extent of funds available to the Underwriter any portion of Depositor. To the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of extent that the Purchase Price as such repayment to of the Underwriter. Upon payment Additional Receivables is greater than the cash portion of the Purchase Price, then the Seller Depositor shall transfer(i) first, assignpay such portion of the Purchase Price in the form of a borrowing under the Promissory Note in the form attached hereto as Exhibit A; provided however, set over that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (and otherwise convey immediately after) each borrowing thereunder, both before and after the sale transaction (1) the Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to CMSI without recourse satisfy all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans its current obligations (other than payments its obligations under the Subordinated Note and the obligation to pay the Purchase Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (4) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Nationstar in an amount equal to the remaining unpaid portion of principal and interest due and payable the Purchase Price. Nationstar is hereby authorized by the Depositor to endorse on the mortgage loans on or before schedule attached to the cut-off Subordinated Note an appropriate notation evidencing the date and prepayments amount of principal on each advance thereunder, as well as the mortgage loans received or posted prior date of each payment with respect thereto, provided that the failure to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and make such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements notation shall not affect the rights any obligation of the parties hereto or to Depositor thereunder. Nationstar shall record in its books and records all increases in and payments in reduction of the Pooling Agreementoutstanding principal amount of the Subordinated Note.

Purchase Price. (a) The aggregate purchase price for the LLC Interests payable hereunder shall consist of the following deliverables, made at the times and subject to the conditions specified in this Agreement (all such payments or deliveries of Consideration Shares, as, when and to the extent payable hereunder, collectively, the "Purchase Price"): (i) for at the mortgage loans Closing, Purchaser shall consist issue and deliver to Seller Preferred Shares of Purchaser representing the number of Common Stock Equivalent Shares with an aggregate Market Value of Two Million Dollars (a$2,000,000) cash in multiplied by the amount of [___________]% LLC Percentage of the aggregate scheduled principal balance thereof as LLC Interests of Seller delivered to Purchaser at the Closing (the "Closing Date Payment"). The Closing Date Payment shall be delivered to Seller against delivery of all of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I LLC Interests by Seller and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount no Closing Date Payment or other payment of the Purchase Price shall be payable hereunder if Seller does not deliver all of its LLC Interests as such repayment to provided in this Agreement and NEI does not deliver all of its NEI LLC Interests under the Underwriter. Upon payment terms of the NEI Purchase PriceAgreement concurrently with Seller on the Closing Date; (ii) on the date that is ten (10) Business Days after the date that the Power Purchase Agreement has been executed and delivered by all parties thereto, Purchaser shall issue and deliver to Seller Preferred Shares of Purchaser representing the Seller shall transfer, assign, set over and otherwise convey number of Common Stock Equivalent Shares with an aggregate Market Value of One Million Dollars ($1,000,000) multiplied by the LLC Percentage; (iii) on the date Susanville receives construction or such other project financing for the Susanville Power Facility representing funds sufficient to CMSI without recourse all make such capital improvements required to complete the construction of the Seller's rightSusanville Power Facility as presently contemplated by Purchaser (the "Funding Date"), title Purchaser shall issue and interest in and deliver to Seller Preferred Shares representing the mortgage loans, including all interest and principal received or receivable number of Common Stock Equivalent Shares with an aggregate Market Value of One Million Six Hundred Fifty Thousand Dollars ($1,650,000) multiplied by the Seller on or with respect LLC Percentage; provided, however, in lieu of the foregoing, if Susanville receives a definitive irrevocable commitment letter for a Federal loan guarantee subject only to the mortgage loans commercially reasonable and customary terms and conditions (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted a "Federal Loan Guaranty Commitment") prior to the close of business on the cut-off date)Funding Date, together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI then Purchaser shall reasonably request. CMSI hereby directs the Seller to execute (x) issue and deliver to the Trustee assignments Seller within ten (10) business days of Purchaser's receipt of the Mortgages Federal Loan Guaranty Commitment, Preferred Shares representing the number of Common Stock Equivalents Shares with an aggregate Market Value of Six Hundred Fifty Thousand Dollars ($650,000) multiplied by the LLC Percentage and (y) issue and deliver to Seller on the Trustee Funding Date Preferred Shares representing the number of Common Stock Equivalent Shares with an aggregate Market Value of One Million Dollars (and endorsements of any Mortgage Notes relating thereto$1,000,000) in recordable form. Such assignments and endorsements shall not affect multiplied by the rights of the parties hereto or to the Pooling AgreementLLC Percentage.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) Subject to the terms and conditions of this Agreement and the adjustment provided for in Section 6.04, if any, and Section 2.07 hereof, in consideration of the aforesaid assumption of the Assumed Liabilities and the sale, conveyance, assignment, transfer and delivery to Buyer of the Acquired Assets, at the Closing Buyer shall pay to Seller cash in the amount of [___________]% Forty-Five Million Dollars ($45,000,000) (the “Purchase Price”), (i) less the Deposit Amount, upon Seller’s full receipt thereof at the Closing, (ii) less Seller’s Escrow Amount (as defined herein), provided that Buyer delivers to Escrow Agent cash in the amount of Five Hundred Thousand Dollars ($500,000) (the “Seller’s Escrow Amount”) to secure Seller’s obligations pursuant to Section 2.07 and Article 11 hereof, and (iii) plus the amount, if any, by which Estimated Closing Date Working Capital (as defined herein) is more than Target Working Capital (as defined herein) or minus the amount, if any, by which Estimated Closing Date Working Capital is less than Target Working Capital (the amount paid to Seller at the Closing, the “Closing Transfer Amount”). (b) At least two (2) Business Days prior to the Closing, Seller shall furnish to Buyer a certificate (the “Estimated Closing Date Working Capital Certificate”) setting forth an estimate of the aggregate scheduled principal balance thereof Closing Date Working Capital (the “Estimated Closing Date Working Capital”). Seller shall also provide Buyer with any available supporting documentation used in the preparation of the Estimated Closing Date Working Capital Certificate as is reasonably requested by Buyer. (c) Seller and Buyer shall use commercially reasonable efforts to reasonably allocate the Purchase Price (as it may be adjusted pursuant to Section 2.07 hereof) plus the Assumed Liabilities (the “Allocation”). Schedule 2.05(c) attached hereto shall constitute the proposed Allocation by Seller (the “Proposed Allocation”). Within ten (10) Business Days after the Execution Date, Buyer shall consent to the Proposed Allocation by written notice to Seller. If Buyer does not furnish Seller with the written notice contemplated by the immediately preceding sentence within ten (10) Business Days after the Execution Date, Buyer shall be deemed to have consented to the Proposed Allocation. In the event Buyer consents to the Proposed Allocation pursuant to this Section 2.05(c), the Proposed Allocation shall constitute the Allocation. In the event Buyer objects in writing to the Proposed Allocation within ten (10) Business Days after the Execution Date and Seller and Buyer are unable in good faith to reach an agreement on the Proposed Allocation, the matter shall be promptly referred to BDO S▇▇▇▇▇▇, LLP, Seller’s independent auditors, for resolution of the disagreement within ten (10) days. The resolution of the dispute by BDO S▇▇▇▇▇▇, LLP shall be final and binding on the parties and there shall be no right of appeal therefrom. Seller and Buyer shall evenly split the fees and expenses of BDO S▇▇▇▇▇▇, LLP related to this Section 2.05(c). GTA, Seller, Parent and Buyer shall (i) be bound, and cause their Affiliates to be bound, by the Allocation, and (ii) act, and cause their Affiliates to act, in accordance with, and to take no position inconsistent with, the Allocation in the preparation, filing and audit of any Tax Return (including, without limitation, the filing of any forms, information returns, reports or statements with any Tax Return for the taxable year that includes the Closing Date) and for all tax and accounting purposes. (d) In the event Buyer elects the Extension (as defined herein) pursuant to Section 2.06 hereof, the Purchase Price shall be increased by an amount equal to: (i) verifiable, reasonable and actual out-of-pocket capital expenditure costs incurred in the ordinary course of business consistent with past practice to maintain the Acquired Assets in their condition as of the cut-off dateExecution Date paid by Seller or any of its Affiliates, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (bii) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable any payments made by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting AgreementRental Pool Agreement for certain completed refurbishments; provided that the costs and expenses under clauses (i) and (ii) above relate to the period commencing on November 30, 2005 and ending on the Seller shall simultaneously Closing Date. (e) In the event Buyer elects the Extension (as defined herein) pursuant to Section 2.06 hereof and in the same manner repay to CMSI a proportionate amount of transactions contemplated by this Agreement are consummated, the Purchase Price as such repayment shall be increased by an amount equal to (i) the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse amount for which GTA purchases from AEW all of the Seller's rightGTA Series A Cumulative Convertible Redeemable Preferred Stock held by AEW, title and interest including, without limitation, all of AEW’s rights to any liquidation preferences, minus (ii) Twenty-Four Million Nine Hundred Fourteen Thousand Dollars ($24,914,000). (f) Notwithstanding anything in and this Agreement to the mortgage loanscontrary, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all as of the Seller's rightClosing Date, title the assets and interest liabilities included in the Total Current Assets and to Total Current Liabilities shall constitute Acquired Assets and Assumed Liabilities, as applicable. On and after the proceeds of Closing Date, any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments change in any of the Mortgages assets or liabilities included in the Total Current Assets and Total Current Liabilities shall constitute an Acquired Asset or an Assumed Liability, as applicable. Nothing in this Section 2.05(f) shall release Seller or Buyer from their respective obligations pursuant to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementSection 2.07 hereof.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) Upon the terms and subject to the conditions set forth in this Agreement, in consideration for the Purchased Interests and the Acquired Assets, Buyer shall (or shall cause one or more of its Affiliates as Buyer may designate pursuant to Section 2.2(d) to) (x) assume the Assumed Liabilities as provided in Section 2.2(b) and (y) pay to Sellers cash by wire transfer to one or more bank accounts designated in writing by Parent at least five (5) Business Days prior to the Closing Date in an amount equal to (the “Purchase Price”): (i) the Base Purchase Price; (ii) plus the Closing Date Working Capital Adjustment Amount (if the Closing Date Working Capital Adjustment Amount is a positive number); (iii) minus the absolute value of the Closing Date Working Capital Adjustment Amount (if the Closing Date Working Capital Adjustment Amount is a negative number); (iv) minus an amount equal to the amount of [___________]% necessary to discharge in full the Indebtedness of the aggregate scheduled principal balance thereof Acquired Company as of immediately prior to the Closing (the “Closing Date Debt”); (v) minus an amount equal to the Transaction Expenses of the Acquired Company, to the extent not paid prior to the Closing (the “Closing Date Transaction Expenses”); and (vi) plus an amount equal to the Cash and Cash Equivalents of the Acquired Company as of the cut-off date, plus accrued interest thereon at the rate close of 6.00% per annum business on the mortgage loans in pool I and 5.50% per annum on Business Day immediately preceding the mortgage loans in pool IIClosing Date (the “Closing Date Cash”); provided, from and including however, that the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any Australia Allocation portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment shall be paid to Chart Australia, the US Allocation portion of the Purchase Price shall be paid to Chart US, the China Allocation portion of the Purchase Price shall be paid to the UnderwriterEquity Seller, the France Allocation portion of the Purchase Price shall be paid to Chart France, and the Germany Allocation portion of the Purchase Price shall be paid to Chart Germany, in each case as adjusted pursuant to the foregoing Sections 2.4(a)(ii) through (vi) as each such item relates to the Purchased Interests or Acquired Assets to be sold by such Seller, respectively (except for any such adjustment pursuant to the foregoing Sections 2.4(a)(ii) and (iii), which shall adjust all of such allocations pro rata in proportion to what each bears to the Purchase Price). (b) Not less than four (4) Business Days prior to the Closing Date, Parent shall deliver to Buyer a certificate setting forth (i) the best and good faith estimate by Parent of (A) the Closing Date Working Capital (the “Estimated Closing Date Working Capital”), (B) the Closing Date Cash (the “Estimated Closing Date Cash”), (C) the Closing Date Debt (the “Estimated Closing Date Debt”) and (D) the Closing Date Transaction Expenses (the “Estimated Closing Date Transaction Expenses”), and (ii) based on such estimates, a calculation of the Estimated Purchase Price, all in reasonable detail prepared in accordance with the Accounting Principles. (c) Unless otherwise stated, all payments contemplated by this Agreement (including the Purchase Price), the Buyer Ancillary Agreements or the Parent Ancillary Agreements shall be made in U.S. Dollars. Upon To the extent any component of the Purchase Price or any such other payment is based on or is determined by a currency other than U.S. Dollars, the applicable U.S. Dollar amount shall be converted from the applicable foreign currency equivalent determined on the basis of the Fixing Rate as of the date of the relevant payment; provided, however, that, for the avoidance of doubt, in the case of any component of the Purchase Price, the Seller applicable U.S. Dollar amount shall transfer, assign, set over and otherwise convey to CMSI without recourse all be converted from the applicable foreign currency equivalent determined on the basis of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all Fixing Rate as of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementClosing Date.

Purchase Price. (a) The purchase price ("Initial Closing Purchase Price") for the Initial Closing Assets shall be the aggregate Net Book Value of such Initial Closing Assets and Accrued Interest through the Initial Closing Date with respect to the Initial Closing Loans. (b) The purchase price ("Purchase Price") for the mortgage loans Closing Assets shall consist be the sum of the following U.S. dollar amounts: (i) An amount in cash equal to the Premium; (ii) The aggregate Net Book Value of all the Closing Assets (other than the Owned Real Property, Negative Deposits and Branch Cash) minus the aggregate amount of FHLB Advances (plus all Accrued Interest thereon through the Closing Date) assumed by Purchaser pursuant to Section 2.2(b)(vi); (iii) In respect of each parcel of Owned Real Property, the greater of (ax) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates Net Book Value and (dy) Fair Market Value; (iv) Accrued Interest through the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or Closing Date with respect to the mortgage loans Loans (other than payments the Initial Closing Loans and the Subsequent Closing Loans, if any); (v) The aggregate amount of principal Branch Cash; and (vi) An amount equal to 85% of the Net Book Value of the Negative Deposits. (c) In the event Seller elects to effect the Subsequent Closing contemplated by Section 2.3(a), the purchase price ("Subsequent Closing Purchase Price") for the Subsequent Closing Assets shall be the aggregate Net Book Value of such Subsequent Closing Assets and interest due and payable on Accrued Interest through the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior Subsequent Closing Date with respect to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementSubsequent Closing Loans.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash In consideration for the Assets and all other agreements hereunder, Buyer shall assume the Assumed Liabilities, and pay Seller by wire transfer Thirty Eight Million Dollars ($38,000,000.00), subject to the adjustments in Section 2.6(b) below (the “Purchase Price”) less (i) a holdback in the amount of [___________]% One Million Nine Hundred Thousand Dollars ($1,900,000) which shall be held by Buyer and disbursed in accordance with Section 2.9 hereof (“Holdback”) and (ii) the Required Consent Holdback as further described in Section 2.8(b) below. The cash amount payable to Seller at Closing shall be referred to herein as the “Closing Consideration.” (i) The operation of the aggregate scheduled principal balance thereof Assets and the income and expenses in connection therewith accrued up to the Effective Time shall be for the account of Seller and thereafter shall be for the account of Buyer. The following items of revenue and expense shall be prorated as of the cut-off dateEffective Time: advertising revenue, plus accrued interest thereon at utility charges, lease rents (excluding prepaid rents of one year or more), permit fees and property Taxes assessed for the rate year in which the Closing Date occurs (“Prorations”). For the convenience of 6.00% per annum on the mortgage loans Parties, as of the Closing Date, Seller shall have invoiced in pool I the Ordinary Course of Business for all advertising services as of the day before the Closing Date, under the Advertising Contracts and 5.50% per annum on paid the mortgage loans in pool IIground rents through the day before the Closing Date. Notwithstanding the foregoing, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash there shall be payable by CMSI to the Seller on the closing date in same-day fundsno adjustment for, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreementremain solely liable for, the Seller Excluded Liabilities. (ii) Prorations shall simultaneously be estimated and in the same manner repay paid by appropriate increase or decrease to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, insofar as feasible, on the Seller Closing Date. Prorations shall transfer, assign, set over be finally determined and otherwise convey to CMSI without recourse all of the Seller's right, title difference between the estimated Prorations and interest in and the final Prorations shall be paid to the mortgage loansappropriate Party, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date ninetieth (90th) day after the Closing Date; provided that proration adjustments based on percentage rents shall be determined within ninety (90) days after the anniversary of each applicable lease term and prepayments those based on property Taxes shall be determined within ninety (90) days after the invoices for the 2018 property Taxes are received. Buyer shall give Seller written notice of principal on each proration adjustment when finally determined, including percentage rent adjustments, and any payment that may be due shall be paid by the mortgage loans received or posted applicable Party to the other within ten (10) days of receipt of the notice. Seller shall provide to Buyer at least three (3) Business Days prior to the close Closing a list delineating the proratable items and the estimated Prorations specified in this Section 2.6(b). Seller also agrees to furnish Buyer with any documents or records in its possession that may be needed for Buyer to confirm the estimated Prorations prior to Closing. (iii) Provided that Seller’s rights under Watchfire Contract (including warranty rights) and the deposits of business on the cut-off date)$29,180 previously paid are assignable and assigned to Buyer at Closing, together with all Buyer agrees to reimburse Seller for its previously paid deposits of the Seller's right, title and interest in $29,180.00 and to assume the proceeds remaining balance due from Seller to Watchfire in the amount of any related title$301,202.52. (iv) At Closing, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller Buyer agrees to deliver reimburse Seller for certain severance payments to CMSI all documentstwo former employees of Seller in the following amounts: $4,019.36 for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement$19,219.81 for ▇▇▇▇▇▇ ▇▇▇▇▇▇.

Purchase Price. The purchase price 2.1.1.1 At the Closing, Buyer shall pay or cause to be paid to Seller, by wire transfer of immediately available funds, an amount (such amount, the "Purchase Price"“Closing Cash Consideration”) for equal to (A) the mortgage loans shall consist of Initial Cash Consideration, minus (aB) cash in if Estimated Closing Working Capital is less than Target Working Capital, the positive difference between Estimated Closing Working Capital and Target Working Capital (such amount, if any, the “Estimated Closing Working Capital Shortfall”), plus (C) if Estimated Closing Working Capital is greater than Target Working Capital, the positive difference between Estimated Closing Working Capital and Target Working Capital (such amount, if any, the “Estimated Closing Working Capital Excess”), minus (D) the amount of [___________]% any and all outstanding Indebtedness of the aggregate scheduled principal balance thereof Company or any Company Subsidiary set forth on Section 2.1.1.1 of the Company Disclosure Schedule, minus (E) Seller’s good faith estimate of any Transaction Expenses unpaid as of the cut-off dateClosing Date and plus (F) Seller’s good faith estimate of the amount of Cash as of the Closing (the “Estimated Cash”). 2.1.1.2 At the Closing, plus accrued interest thereon at Buyer shall issue and deliver to Liberty Interactive, LLC, a Delaware limited liability company and wholly owned Subsidiary of Seller (“L LLC”), one or more certificates representing the rate Stock Consideration accompanied by duly executed instruments of 6.00% per annum on transfer in the mortgage loans name of L LLC (or its designee(s)) or duly endorsed in pool I blank, together with stock transfer tax stamps attached and/or other evidence reasonably satisfactory to L LLC that such Stock Consideration has been deposited by book entry transfer to an account of L LLC (or its designee(s)), which account shall have been identified to Buyer in writing by Seller three (3) Business Days prior to the Closing Date, maintained with a bank, brokerage firm or other financial institution. The issuance of the Stock Consideration to L LLC in connection with the transactions contemplated by this Agreement is referred to herein as the “Stock Issuance”. 2.1.1.3 If, between the date of this Agreement and 5.50% per annum on the mortgage loans Closing Date, there is a subdivision, split, stock dividend, combination, reclassification or similar event with respect to any of the shares of Buyer Common Stock referred to in pool IIthis Agreement, from then, in any such event, the numbers and including the cut-off date types of shares of such Buyer Common Stock referred to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash in this Agreement shall be payable by CMSI adjusted to the Seller on number and types of shares of such Buyer Common Stock that a holder of such number of shares of such Buyer Common Stock would own or be entitled to receive as a result of such event if such holder had held such number of shares immediately prior to the closing record date in same-day fundsfor, or effectiveness of, such event, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI prices for any reason such shares shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementsimilarly adjusted.

Purchase Price. (a) The purchase price (the "“Purchase Price"”) for the mortgage loans Receivables and the Related Assets shall consist equal the fair market value of the Receivables and the Related Assets (ataking into account a discount for the time value of money, historic and expected losses and each Originator’s obligations pursuant to Section 3.2) cash as agreed by the applicable Originator and the Buyer at the time of purchase or acquisition. The Purchase Price shall not be adjusted or modified after the applicable purchase date. (b) On the date hereof, Dayforce Licensing shall contribute Receivables and the Related Assets to the Buyer as a capital contribution in the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, Required Capital Amount. (c) Other than in the class LR certificates case of any contribution of Receivables and Related Assets to the Buyer in accordance with Section 2.3(b), the Buyer shall pay the related Originator the Purchase Price with respect to each Receivable and the Related Assets, created or acquired by such Originator and transferred to the Buyer hereunder as set forth above by transfer of funds, to the extent that the Buyer has funds available for that purpose after satisfying the Buyer’s obligations under the Receivables Purchase Agreement. (d) In the class PR certificates. Such cash shall be payable by CMSI case of Dayforce Licensing, to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter extent that any portion of the price Purchase Price arising on any day remains unpaid after giving effect to the amount paid to CMSI in cash by the Underwriter pursuant Buyer as provided in Section 2.3(c) above, Dayforce Licensing shall treat related Receivables and Related Assets (or portions thereof) allocable to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount such unpaid portion of the Purchase Price as such repayment to have been transferred by Dayforce Licensing to the Underwriter. Upon payment Buyer as a capital contribution, in return for an increase in the value of the equity interest in the Buyer held by Dayforce Licensing. (e) In the case of any Originator (other than Dayforce Licensing), to the extent that any portion of the Purchase PricePrice owing to such Originator and arising on any day remains unpaid after giving effect to the amount paid in cash by the Buyer to such Originator as provided in Section 2.3(c) above, the Seller Buyer shall transfer(i) execute and deliver in the form attached to this Agreement as Exhibit 2.3(e), assigna subordinated promissory note (each, set over a “Subordinated Note”) in a principal amount equal to such Deferred Payment and otherwise convey payable to CMSI without recourse all the related Originator or (ii) if the Subordinated Note for such Originator is outstanding at such time, increase the principal amount of such Subordinated Note by the principal amount of such Deferred Payment; provided, that the aggregate principal amount of the Seller's right, title and interest in and Subordinated Notes shall not at any time exceed or be permitted to exceed an amount that would render the mortgage loans, including Sellers’ Net Worth less than the Required Capital Amount. The Servicers shall make all interest and principal received or receivable by the Seller on or appropriate record keeping entries with respect to the mortgage loans Subordinated Notes to reflect the aggregate principal amount outstanding under each Subordinated Note. The applicable Servicer’s books and records shall constitute rebuttable presumptive evidence of the aggregate principal amount outstanding under each Subordinated Note. Each Originator hereby irrevocably authorizes the applicable Servicer to mark the Subordinated Note “CANCELED” and to return the Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date. Each Originator acknowledges that it has received a copy of its Subordinated Note and agrees to be bound by, and to comply with, all the terms of such Subordinated Note, including, without limitation, the Subordination Provisions. (other than payments f) In addition to contributions of principal Receivables and Related Assets by Dayforce Licensing to the Buyer hereunder, Dayforce Licensing may also, at its option in its sole discretion, contribute cash to the Buyer in return for an increase in the value of the equity interest due and payable in the Buyer held by Dayforce Licensing. The U.S. Trade Servicer shall evidence Dayforce’s election to treat all or any portion of a Deferred Payment as a capital contribution by recording it as such on the mortgage loans books and records of the Buyer as maintained by the U.S. Trade Servicer, and no further notice or acceptance of any such contribution shall be necessary. Dayforce Licensing, the U.S. Trade Servicer and the Buyer shall each record on or before the cut-off date its respective books and prepayments of principal on the mortgage loans received or posted prior records any capital contribution made by Dayforce Licensing to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementBuyer promptly following its occurrence.

Purchase Price. The purchase price of the Assets (the "Purchase Price") will be equal to the sum of the following: A. The sum of Twenty-nine Million Dollars ($29,000,000) for the mortgage loans shall consist of (a) cash Spokane Assets; B. The amount calculated by multiplying the Additional Assets by the amounts set forth on attached EXHIBIT C and C. Cash in the an amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI equal to the Seller on the closing date in same-day fundsAccounts Receivable, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate which is defined as follows: i. The aggregate amount of the Purchase Price as such repayment to accounts receivable for the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to Service Area at the close of business on the cut-off date)day before the Closing Date, together less a provision for bad debt of [***]% and [***]% for the cost of capital associated with all carrying the receivables, for a total adjustment of [***]%. This amount will also be reduced by the total monthly recurring charges and feature revenues billed in advance allocable to the period on or after the Closing Date, billed in the prior month, based on the number of billing days in each ▇▇▇▇ cycle closing in the prior month, less the number of days between the ▇▇▇▇ cycle's prior month close date and the Closing Date. ii. The aggregate amount of usage (minutes over plan) and feature revenue billed in arrears on or after the Closing Date from subscribers in the Service Area, to the extent such revenue relates to any period prior the Closing Date (based on the number of days of the Seller's right, title and interest in and ▇▇▇▇ cycle falling on or before the Closing Date) will be added to the proceeds accounts receivable amount above when calculating the amount due for accounts receivable at the close of business the day before the Closing Date. iii. All credit balances at the close of business the day before the Closing Date will be credited to Manager without any related titlereduction, hazard or other insurance policies including, without limitation, reduction for the 8% fee contemplated by Article 10 of the Management Agreement. *** Confidential material omitted and Primary Mortgage Insurance Certificatesfiled separately with the Commission. The Seller agrees to deliver to CMSI all documentsparties agree that, instruments on or before the Closing Date, and agreements required to insofar as it has not been calculated as part of the Purchase Price, they shall determine an allocation of the Purchase Price among the Assets, which allocation will be delivered by CMSI the result of arm's-length negotiations between the parties as to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments price of each item or category of items of the Mortgages to the Trustee (Assets, and endorsements of neither party will make any Mortgage Notes relating thereto) claim or treat any item on its tax returns in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementa manner that is inconsistent with such allocation.

Purchase Price. The purchase price for the Assets (the "Purchase Price") for the mortgage loans shall consist of be $8,000,000.00 as adjusted as follows: (a) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate The amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller purchase price shall transfer, assign, set over and otherwise convey to CMSI without recourse be increased by (i) all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or Property Taxes accruing with respect to the mortgage loans (other than payments of principal and interest due and payable on Assets after the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted Closing that have been paid by Seller prior to Closing; (ii) all amounts paid by Seller under the Contracts and Leases that pertain to periods after the Closing; (iii) any other prepaid expenses pertaining to the Business (such as telephone expenses, advertising expenses, utility charges, and the like) to the extent that the same will benefit Purchaser after the Closing; (iv) an amount equal to Seller's cost of those Assets consisting of food, beverage (including beer, wine, and liquor), new uniforms, paper, and supplies inventory as determined by the parties' joint inventory at the close of business on the cut-off dateday prior to the Closing Date; and (v) if the Purchaser elects to pursue the acquisition of the development site for a new restaurant set forth in Schedule 4.7 (the "Development Site") under Section 6.5 and such site is still available at such time, the amount of Seller's Development Costs related to the Development Site. (b) The amount of the purchase price shall be decreased by (i) all Property Taxes accruing with respect to the Assets prior to the Closing that are due and payable after the Closing and that have not been paid as of the Closing, (ii) all amounts payable under the Contracts and Leases that pertain to periods before the Closing but are due and payable after the Closing and that have not been paid as of the Closing, and (iii) the cost of vacation accrued but unvested as of the Closing Date by ADI Personnel hired by Purchaser the cost of which is being assumed by Purchaser pursuant to Section 6.3(c). (c) The amount of the purchase price shall be further adjusted to reflect any expense paid by one party which the other party has agreed to pay or share pursuant to Section 10.1 or otherwise pursuant to this Agreement. The foregoing adjustments shall be calculated by the parties and set forth on Exhibit B which shall be signed by both parties at Closing. The Purchase Price shall be paid by Purchaser on the Closing Date by wire transfer of immediately available funds to an account designated by Seller. As soon as possible after the Closing (but not later than the first anniversary thereof), together with all the parties shall reconcile the actual amount of the prorations that were estimated at Closing as well as accrued but unvested vacation time of Seller's rightemployees assumed by Purchaser hereunder that has actually vested with the estimated amounts thereof. To the extent that the actual amounts differ from the amounts estimated on Exhibit B or prorations or adjustments other than those reflected on Exhibit B are discovered after the Closing, title and interest in and the parties agree to remit the correct amount of such items to the proceeds of any related title, hazard or other insurance policies appropriate party as and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementwhen same are determined.

Purchase Price. The purchase price (the "“Purchase Price"”) for the mortgage loans shall consist of of: (a) The assumption by the Purchaser of the Assumed Liabilities; (b) One Million Four Hundred Thousand Dollars ($1,400,000.00) payable in cash by certified check or wire transfer of immediately available funds to an account provided to the Purchaser by the Seller (“Cash Consideration”); (c) The payment of such amount listed on Schedule 2.1(c) of the Disclosure Schedules reflecting leasehold improvements; and (d) Such number of shares of Parent’s common stock (the “Stock Consideration”), in an amount equal to One Million Dollars ($1,000,000.00) provided that the amount Stock Consideration shall be valued at a price per share equal to the lesser of [___________](i) $2.358 per share, or (ii) the average closing price of the Parent’s common stock listed on the NASDAQ Stock Market for the five (5) Business Days prior to the Closing. Notwithstanding anything to the contrary, the aggregate number of shares of Stock Consideration shall not exceed 19.9% of either (a) the aggregate scheduled principal balance thereof as total number of the cut-off date, plus accrued interest thereon at the rate shares of 6.00% per annum common stock outstanding on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool IIExecution Date or Closing Date, from and including the cut-off date to but excluding the closing date, or (b) the class IA-IO and IIA-IO certificatestotal voting power of the Company's securities outstanding on the Execution Date or Closing Date that are entitled to vote on a matter being voted on by holders of the common stock (the “Stock Consideration Cap”). In the event the Stock Consideration at Closing would result in an amount in excess of the Stock Consideration Cap, (c) the class LR certificates and (d) Parent shall issue the class PR certificates. Such cash shall be payable by CMSI Stock Consideration up to the Seller on Stock Consideration Cap and shall pay the closing date remaining balance of such Stock Consideration in same-day fundscash. The certificate for the Stock Consideration shall bear a legend under the Securities Act of 1933, and as amended (the Seller will receive on the closing date: (a“Securities Act”) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay relating to the Underwriter any portion status of the price paid to CMSI by the Underwriter pursuant to the Underwriting AgreementStock Consideration as restricted securities and will also bear a legend stating: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans AS AMENDED (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off dateTHE “ACT”), together with all of the Seller's rightOR APPLICABLE STATE SECURITIES LAWS AND THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SALE OR TRANSFER IS EFFECTIVE UNDER THE ACT OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT, title and interest in and to the proceeds of any related titleAND IF THE ISSUER REQUESTS, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementAN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”

Purchase Price. The Subject to the terms of this Addendum 4, from the Effective Date until 5:00 p.m. Pacific time on June 17, 2016 (the "Additional Offering Period"), Optionee, or its Nominees, shall have the one (1) time right to purchase price individual Residential Lots, based upon an overall value for the Retained Residential Lots, after applying the thirty-five percent (35%) discount provided for in the Option Agreement, equal to the sum of the individual lot values provided in the New Schedule (defined below) (the "Purchase Price"), in all cash, and in one (1) single closing. Optionee acknowledges receipt of that certain document entitled "Confidential Additional Discretionary Sale Schedule of Residential Lot Purchase Prices" (the "New Schedule"), which is incorporated in this Addendum 4 by this reference. The New Schedule contains the "Residential Lot Purchase Price" for the mortgage loans shall consist of (a) cash in the amount of [___________]% each Retained Residential Lot, which was determined by allocating to each Retained Residential Lot a portion of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificatesPurchase Price. Such cash shall be payable by CMSI With respect to the Seller on the closing date in same-day fundsNew Schedule, Optionor and the Seller will receive on the closing dateOptionee agree: (a) the class IA-IO and IIA-IO certificates New Schedule contains a good faith determination by Optionor of the Residential Lot Purchase Price for each Retained Residential Lot; and (b) except for the class LR Additional Discretionary Sale contemplated by this Addendum 4, the New Schedule shall not be utilized for any other purpose whatsoever, including, without limitation, as evidence of either Optionor's or Optionee's valuation of Monarch Bay and/or the Retained Residential Lots. Upon the closing of the Additional Discretionary Sale pursuant to this Addendum 4, or if the Additional Discretionary Sale contemplated by this Addendum 4 is not consummated, the New Schedule shall be of no further force or effect and class PR certificates evidencing the residual interests Residential Lot Purchase Price for each Retained Residential Lot set forth in the lower-tier REMIC New Schedule shall not be binding on either Optionor or Optionee and/or its Nominees. Except for the respective officers, directors, managers, shareholders, accountants, attorneys, consultants and advisors of Optionor and Optionee and/or as reasonably required in connection with the pooling REMICAdditional Discretionary Sale contemplated by this Addendum 4, respectivelyOptionor and Optionee shall use reasonable good faith efforts to maintain in confidence and not to publish or otherwise disclose the contents of the New Schedule. If CMSI Notwithstanding the foregoing, Optionor and Optionee acknowledge each sublessee of a Retained Residential Lot will be provided with the Residential Lot Purchase Price set forth in the New Schedule for any reason the applicable sublessee's Residential Lot only. Except for the officers and directors of Optionee, none of the sublessees of Residential Lots shall repay be permitted to have a copy of the New Schedule and/or review the New Schedule, as each sublessee shall be entitled to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Residential Lot Purchase Price as such repayment to for the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Sellerapplicable sublessee's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementResidential Lot only.

Purchase Price. (a) In consideration of the Stock Sale and the transactions contemplated hereby and subject to the terms and conditions of this Agreement, Buyer will pay to Seller an aggregate amount of cash equal to $1,650,000,000 (the "Base Purchase Price"), minus (i) the aggregate amount of all Excluded Cellular Interest Amounts (as so adjusted, the "Adjusted Purchase Price"), plus (ii) Estimated Net Working Capital, if such amount is positive (or minus Estimated Net Working Capital, if such amount is negative), minus (iii) the amount, if any, by which the Targeted Capital Expenditure Amount exceeds the Estimated Capital Expenditure Amount and minus (iv) the amount, if any, by which the Targeted Sales Acquisition Cost exceeds the Estimated Sales Acquisition Cost (the Adjusted Purchase Price, as adjusted for items (ii), (iii) and (iv), the "Estimated Purchase Price"). The purchase price Base Purchase Price is equal to the sum of the Agreed Values of all Cellular Interests. The Estimated Purchase Price shall be subject to adjustment as provided in Section 2.3 (as adjusted, the "Purchase Price"). The Estimated Purchase Price shall be paid by wire transfer of immediately available funds in U.S. dollars to an account to be designated by Seller in writing to Buyer no later than two Business Days prior to the Closing Date. (b) Not less than 14 calendar days prior to the Closing Date, Seller will deliver to Buyer (i) a written statement (with appropriate supporting documentation) of its good faith calculation of Closing Net Working Capital (the "Estimated Net Working Capital"), the Capital Expenditure Amount through the Closing Date (the "Estimated Capital Expenditure Amount"), and the Sales Acquisition Cost (the "Estimated Sales Acquisition Cost") with Estimated Net Working Capital and Estimated Sales Acquisition Cost to be calculated on a basis consistent with the accounting principles and methodologies set forth on Schedule 1.1(a) and (ii) the Estimated Purchase Price based thereon. Seller shall cooperate with Buyer to provide Buyer with a reasonable opportunity to review and comment upon Seller's calculation of the Estimated Net Working Capital, Estimated Capital Expenditure Amount and Estimated Sales Acquisition Cost. Seller shall provide Buyer and its authorized representatives reasonable access during normal business hours and without significant disruption to the business of the Seller and its Affiliates and to all books, records and employees of Seller and its Affiliates having relevant information concerning the Estimated Net Working Capital, Estimated Capital Expenditure Amount and Estimated Sales Acquisition Cost. Within 10 calendar days after receipt of Seller's calculation of the Estimated Purchase Price, Buyer shall, in a written notice to Seller, either accept Seller's calculation of the Estimated Purchase Price or provide a written notice containing Buyer's good faith calculation of the Estimated Net Working Capital Amount, the Estimated Capital Expenditure Amount and Estimated Sales Acquisition Cost and describing any objections to Seller's calculation with particularity. If Seller shall not have received a written notice of a revised calculation within this 10 calendar day period, Buyer will be deemed irrevocably to have accepted Seller's calculation of the Estimated Purchase Price. If Buyer notifies Seller of its revised calculation in accordance with this Section, Buyer and Seller shall attempt to resolve their differences through representatives who are duly authorized to negotiate with respect to all differences, and any resolution by them as to disputed amounts shall be in writing. If the parties are not able to resolve their differences prior to the Closing Date, the parties shall use the arithmetic mean of the two calculations of Estimated Purchase Price delivered by each of Buyer and Seller in accordance with this Section 2.2(b) for the mortgage loans shall consist purposes of (a) cash in calculating the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Estimated Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.

Purchase Price. 100.00% B. The obligation of the Trust Fund to purchase price (a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the "Purchase Price") for satisfaction of the mortgage loans shall consist of (a) cash conditions set forth in the amount of [___________]% immediately following paragraph and the accuracy of the aggregate scheduled principal balance thereof following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the cutapplicable Subsequent Cut-off dateDate: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the Subsequent Cut-off Date; (ii) the original term to stated maturity of such Subsequent Mortgage Loan will not be less than 120 months and will not exceed 360 months; (iii) such Subsequent Mortgage Loan will not have a loan-to-value ratio greater than 100.00%; (iv) such Subsequent Mortgage Loans will have, plus accrued interest thereon at as of the rate Subsequent Cut-off Date, a weighted average term since origination not in excess of 6.00360 months; (v) such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than 4.75% per annum or greater than 14.35% per annum; (vi) such Subsequent Mortgage Loan must have a first payment date occurring on or before March 1, 2003; (vii) if the mortgage loans Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 2.50% per annum; (viii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 10.80% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 4.49% per annum, (x) the Subsequent Mortgage Loan may not provide for negative amortization; (xi) such Subsequent Mortgage Loan shall have been serviced by the Master Servicer since origination, the date of purchase or the date of acquisition of the servicing and (xii) such Subsequent Mortgage Loan shall have been underwritten in pool accordance with the criteria set forth under "Option One Mortgage Corporation--Underwriting Standards" in the Prospectus Supplement. C. Following the purchase of any Subsequent Group I and 5.50Mortgage Loan by the Trust, the Group I Mortgage Loans (including such Subsequent Group I Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 7.95% per annum and not more than 8.10% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 79.00%; (iv) have no Mortgage Loan with a Principal Balance which does not conform to Fannie Mae and Freddie Mac guideli▇▇▇; (v) ▇ill c▇▇▇▇▇▇ of Mortgage Loans covered by the PMI Policy representing no less than 61.00% by aggregate Principal Balance of the Group I Mortgage Loans; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 80.00% by aggregate Principal Balance of the Group I Mortgage Loans; and (vi) have no more than 30.00% of Fixed Rate Mortgage Loans by aggregate Principal Balance of the Group I Mortgage Loans. In addition, the Adjustable Rate Group I Mortgage Loans will have a weighted average Gross Margin not less than 5.20% per annum. For purposes of the calculations described in this paragraph, percentages of the Group I Mortgage Loans will be based on the mortgage loans in pool II, from and including Principal Balance of the cutInitial Group I Mortgage Loans as of the Cut-off date Date and the Principal Balance of the Subsequent Group I Mortgage Loans as of the related Subsequent Cut-off Date. D. Following the purchase of any Subsequent Group II Mortgage Loan by the Trust, the Group II Mortgage Loans (including such Subsequent Group II Mortgage Loans) will: (i) have a weighted average original term to but excluding stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 7.50% per annum and not more than 8.00% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 81.00%; (iv) have no Mortgage Loan with a principal balance in excess of $1,015,000; (v) will consist of Mortgage Loans covered by the closing datePMI Policy representing no less than 70.00% by aggregate Principal Balance of the Group II Mortgage Loans; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 75.00% by aggregate Principal Balance of the Group II Mortgage Loans; and (vi) have no more than 30.00% of Fixed Rate Mortgage Loans by aggregate Principal Balance of the Group II Mortgage Loans. In addition, the Adjustable Rate Group II Mortgage Loans will have a weighted average Gross Margin not less than 4.90% per annum. For purposes of the calculations described in this paragraph, percentages of the Group II Mortgage Loans will be based on the Principal Balance of the Initial Group II Mortgage Loans as of the Cut-off Date and the Principal Balance of the Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off Date. E. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by (i) the NIMS Insurer or (ii) any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Originator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementabove.

Purchase Price. 6.1 The purchase price (hereinafter the "“Preliminary Purchase Price"”) for the mortgage loans Purchased Assets and Business is RMB 156,161,923. The Preliminary Purchase Price is comprised of: Fixed Assets = 94,947,769 RMB, the net book value as of October 14, 2005 Inventory = 19,214,154 RMB, the book value as of January 12, 2006 Huayi Business = 42,000,000 ▇▇▇ 6.2 The Preliminary Purchase Price shall consist be adjusted upon Closing in accordance with the following stipulations: Fixed Assets – On Closing the value of (a) cash the Fixed Assets will be reduced to reflect depreciation and amortization from October 1, 2005 to Closing Date, using Huayi past practices so long as in accordance with generally accepted accounting principles as applied in China. The Preliminary Purchase Price shall be adjusted to reflect change of fixed assets. In addition, in the amount event of [___________]% any sale (whether or not Kadant WFOE has consented to such sale) or disposal or destruction or theft of any Fixed Assets from October 1, 2005 to the Closing Date, shall result in an adjustment to the Preliminary Purchase Price equal to the greater of the aggregate scheduled principal balance thereof (i) value of the fixed asset on Schedule 1 or (ii) the price received by Huayi upon the sale or disposal. Inventory – The Parties have agreed and valued the Inventory existing as of January 12, 2006 using the cut-off date, plus accrued interest thereon at methodology set forth on Schedule 8 and exhibits thereto (the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates“Initial Inventory Value”). Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received On or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted within 7 days prior to the close of business on Closing Date the cut-off date), together with all Parties shall conduct a physical count of the Seller's right, title Inventory then existing (the “Closing Inventory Value”) and interest value that inventory using the same methodology and applied in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificatesa manner consistent with Schedule 8. The Seller agrees Preliminary Purchase Price will be adjusted to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to reflect any changes in the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments value of the Mortgages to Closing Inventory Value from the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable formInitial Inventory Value. Such assignments and endorsements shall not affect the rights In addition destruction or theft of the parties hereto or Inventory prior to Closing will result in an adjustment of a relevant amount from the Pooling AgreementPreliminary Purchase Price. The Preliminary Purchase Price after being adjusted in accordance with Article 6.2 hereof shall be the “Final Purchase Price”.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in On the amount first Business Day following the Effective Date, Purchaser shall pay to the Escrow Agent the Deposit, as an ▇▇▇▇▇▇▇ money deposit of [___________]% a portion of the aggregate scheduled principal balance thereof estimated Purchase Price for all of the Mortgage Servicing Rights intended to be sold hereunder, by wire transfer of immediately available funds, which shall be held by the Escrow Agent in accordance with the Escrow Agreement. (b) In full consideration for the sale of the Mortgage Servicing Rights to be sold pursuant to Section 2.02(a)(i) and subject to the terms and conditions of this Agreement, Purchaser shall pay to the Seller the Purchase Price in accordance with this Section 3.01, as follows: (i) On the Sale Date, Purchaser shall pay to Seller a sum equal to fifty percent (50%) of the Estimated Purchase Price (which shall be calculated in accordance with Section 3.01(c)), net of the Deposit, on the Sale Date immediately following the Closing by wire transfer of immediately available federal funds, to an account designated by Seller, and Seller and Purchaser shall promptly cause the Escrow Agent to release the Deposit to Seller as soon as practicable thereafter. (ii) On the applicable Servicing Transfer Date, Purchaser shall pay to the Seller a sum equal to the portion of the Purchase Price with respect to the Mortgage Servicing Rights transferred on such Servicing Transfer Date that has not been paid to Seller by Purchaser as of the cut-off such date, including with respect to Mortgage Loans that have prepaid between either (x) the Sale Date and the initial Servicing Transfer Date or (y) two Servicing Transfer Dates, plus accrued interest thereon at the rate Federal Funds Rate for the period from the Sale Date to such initial Servicing Transfer Date and between Servicing Transfer Dates by wire transfer of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool IIimmediately available federal funds, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, an account designated by Seller. (c) No later than three (3) Business Days prior to the class LR certificates Sale Date, Seller shall complete and provide to Purchaser, the (i) the preliminary Mortgage Loan Schedule and (ii) the Estimated Purchase Price Computation Worksheet setting forth the Estimated Purchase Price, in the form of Exhibit A-1 and based on information regarding the Mortgage Loans as of the previous month-end trial balance that is included in the preliminary Mortgage Loan Schedule. (d) No later than ten (10) Business Days after the class PR certificates. Such cash Sale Date, Seller shall be payable by CMSI complete and provide to Purchaser, the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (ai) the class IA-IO and IIA-IO certificates final Mortgage Loan Schedule and (bii) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment Computation Worksheet setting forth Seller’s computation of the Purchase Price, in the form of Exhibit A-2 and based on information regarding the Mortgage Loans as of the Sale Date that is included in the final Mortgage Loan Schedule. Within five (5) Business Days after delivery to the Purchaser of the Purchase Price Computation Worksheet, (A) the Seller shall transferpay to Purchaser (x) the amount, assignif any, set over and otherwise convey to CMSI without recourse all by which fifty percent (50%) of the Seller's rightEstimated Purchase Price exceeds fifty percent (50%) of the Purchase Price, title and plus (y) interest in and on the applicable amount computed pursuant to clause (A)(x) above at the Federal Funds Rate for the period from the Sale Date to the mortgage loans, including all interest and principal received date of payment in full of such amount; or receivable by (B) Purchaser shall pay to the Seller (x) the amount, if any, by which fifty percent (50%) of the Purchase Price exceeds fifty percent (50%) of the Estimated Purchase Price, plus (y) interest on or with respect the amount computed pursuant to clause (B)(x) above at the Federal Funds Rate for the period from the Sale Date to the mortgage loans (other than payments date of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments payment in full of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementamount.

Purchase Price. (a) The purchase price to be paid on the Closing Date by the Purchaser to the Seller for the Servicer Appointment Right shall be an amount (the "Purchase Price") for equal to $489,000. In determining the mortgage loans shall consist of Purchase Price (a) cash and the Purchase Price Percentages), the Purchaser has relied on the information regarding the Mortgage Loans delivered to the Purchaser by the Seller prior to the Closing Date, including the terms and assumptions set forth in the amount servicing proposal dated March 26, 2007 (a copy of [___________]% which is attached hereto as Exhibit B) and the information set forth in the final Prospectus Supplement dated March 22, 2007 (collectively, the "Assumed Characteristics"). The Purchase Price shall be paid by wire transfer in immediately available funds according to wire transfer instructions provided by the Seller prior to the Closing Date. Provided that all of the aggregate scheduled principal balance thereof as of conditions to closing set forth in Section 2.03 are satisfied (or waived in writing by the cutparty for whose benefit such conditions run), the Purchase Price will be deemed non-off date, plus accrued interest thereon at the rate of 6.00% per annum refundable on the mortgage loans in pool I Closing Date, subject to Section 2.02(b) and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (c). (b) Upon any repurchase of any Mortgage Loan pursuant to Section 2.3 of the class IA-IO and IIA-IO certificatesPSA, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion Purchaser, at the same time as the repurchase of such Mortgage Loan, an amount equal to the product of (x) the Purchase Price Percentage of such repurchased Mortgage Loan, (y) the Principal Balance of such repurchased loan as of the price paid date of the repurchase and (z) a fraction, the numerator of which is the remaining term to CMSI maturity of such Mortgage Loan (if such Mortgage Loan is not an ARD Loan) or the remaining term to the Anticipated Repayment Date of such Mortgage Loan (if such Mortgage Loan is an ARD Loan) as of the Cut-Off Date minus the number of months between the Cut-Off Date and the Due Date falling in the Collection Period in which the repurchase takes place, and the denominator of which is the remaining term to maturity of such Mortgage Loan (if such Mortgage Loan is not an ARD Loan) or the remaining term to the Anticipated Repayment Date of such Mortgage Loan (if such Mortgage Loan is an ARD Loan) as of the Cut-Off Date; provided, however, that no such payment shall be required in respect of any Mortgage Loan for which the related Purchase Price Percentage is zero or negative. Any such repayment shall be effected by wire transfer of such funds as directed by the Underwriter pursuant to Purchaser. (c) To the Underwriting Agreementextent that the Purchaser determines within ninety (90) days after the Closing Date that the actual characteristics of one or more Mortgage Loans differ from the Assumed Characteristics, the Seller Purchaser shall simultaneously be entitled to recalculate (for purposes of this Section 2.02(c) only), on the basis of such actual characteristics, the Purchase Price Percentages for each Mortgage Loan with respect to which any such difference exists, and in it shall recalculate the same manner repay to CMSI a proportionate amount of the Purchase Price that would have been paid hereunder on the basis of the recalculated Purchase Price Percentages. If the amount of the Purchase Price that would have been paid hereunder on the basis of the actual characteristics of the Mortgage Loans, as such repayment recalculated by the Purchaser and reasonably agreed to by the Seller, is at least two and one-half percent (2.5%) less than the amount of the Purchase Price that was actually paid on the Closing Date, the Seller shall repay to the UnderwriterPurchaser the amount by which the amount of the Purchase Price that was actually paid on the Closing Date exceeds the recalculated Purchase Price. Upon payment In connection with any recalculation of the Purchase Price, the Seller Purchaser shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and provide to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and documentation supporting such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementrecalculation.

Purchase Price. The purchase price As payment in full for the Sellers’ Interests being acquired by the Purchaser, Purchaser shall pay, in the manner set forth in this Section 2.1, consideration (the "as described below) having an aggregate value of Six Million Dollars ($6,000,000) (such sum is herein referred to as Purchase Price") for the mortgage loans ). Purchaser shall consist of (a) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount make payment of the Purchase Price as follows: (a) On the Closing Date, Purchaser shall deliver to Sellers by wire transfer to such repayment bank account as may be designated in writing by each Seller not less than two (2) business days prior to the Underwriter. Upon payment Closing Date an aggregate amount in immediately available funds in U.S. Dollars equal to Four Million Dollars ($4,000,000) (the Cash Consideration), as allocated in the Cash Consideration column of Schedule A. (b) On the Purchase Issuance Date, Purchaser shall deliver to each Seller such number of shares of Purchaser’s common stock, par value $0.01 per share (the Magellan Shares), as is determined by dividing: (i) the Total Share Consideration allocated to such Seller less: (A) the Debt Settlement Amount allocated to such Seller, (B) the Shared Transaction Costs Amount allocated to such Seller, and (C) the Future Costs Reserve Amount allocated to such Seller, in each case as allocated in accordance with the relevant column in Schedule A, (ii) by: (A) in the case of any Related Seller, the greater of (x) the NASDAQ Price and (y) the Other Price; or (B) in the case of any Seller that is not an Related Seller, the Other Price, the aggregate of all such Magellan Shares to be delivered to the Sellers, the Net Share Consideration. (c) The Magellan Shares shall be issued in book-entry form unless otherwise requested by a Seller. Certificates, if any, representing the Magellan Shares will bear legends referring to the U.S. securities laws. Each Seller shall transfer, assign, set over acknowledges and otherwise convey to CMSI without recourse all agrees for the benefit of the Seller's right, title and interest Purchaser that no Magellan Shares may be issued to such Seller pursuant to this Agreement in and to the mortgage loans, including all interest and principal received or receivable absence of the receipt by the Seller on Purchaser or with respect to the mortgage loans its duly appointed stock transfer agent, at least two (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted 2) business days prior to the close issuance of business on Magellan Shares, of a completed IRS Form W–9 or IRS Form W–8, as the cut-off date)case may be, together with all of the duly executed by such Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.

Purchase Price. Payments at and after the Closing. (a) (i) The purchase price to be paid by Buyer to Seller for the Company Interests shall be $1,000,000 (the "Base Purchase Price"), subject to adjustment as provided in this Article III plus (ii) the Post-Closing Payments, if any, as further described in Section 3.5 (the sum of the amounts in clauses (i) and (ii), the "Purchase Price") for the mortgage loans shall consist of (a) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, ). (b) Not fewer than three (3) Business Days prior to the class IA-IO Closing, Seller shall deliver to Buyer a written statement (the "Closing Date Statement") setting forth Seller's good faith estimate of Closing Date Cash (the "Estimated Closing Cash Amount"), Closing Date Indebtedness (the "Estimated Closing Indebtedness Amount"), Closing Date Working Capital (the "Estimated Closing Date Working Capital"), and IIA-IO certificatesClosing Date Company Transaction Expenses (the "Estimated Closing Date Company Transaction Expenses"), as well as the Estimated Closing Date Working Capital Deficit Amount, if any. (c) At the class LR certificates and Closing, Buyer shall pay, or cause to be paid, to or as directed by ▇▇▇▇▇▇, the Closing Consideration Amount. "Closing Consideration Amount" means (di) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Base Purchase Price, plus (ii) the Seller Estimated Closing Cash Amount, less (iii) the Estimated Closing Date Indebtedness Amount, less (iv) the Estimated Closing Date Working Capital Deficit Amount, if any, less (vi) the Estimated Closing Date Company Transaction Expenses. The Closing Consideration Amount shall transfer, assign, set over and otherwise convey be paid by wire transfer of immediately available funds to CMSI without recourse all of the an account or accounts designated by Seller's right, title and interest in and to the mortgage loans, including all interest and principal received . Such account or receivable by the Seller on or with respect to the mortgage loans accounts shall be designated no fewer than three (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted 3) Business Days prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementClosing Date.

Purchase Price. (a) The purchase price for the Shares, the Purchased Assets and the covenant in Section 7.8 will be $5,500,000,000 (Five billion, five hundred million US dollars), exclusive of any applicable value added tax less the Retiree Medical Liability (the "“Base Purchase Price"”). (b) for No later than five (5) Business Days prior to the mortgage loans shall consist of (a) cash in Closing Date, the amount of [___________]% Seller will deliver to the Buyer an estimate of the aggregate scheduled principal balance thereof Consumer Net Debt Position as of the cut-off dateClosing Date (the “Estimated Closing Consumer Net Debt”), plus accrued interest thereon at together with a statement setting forth the rate of 6.00% per annum on calculation thereof (the mortgage loans “Estimated Closing Consumer Net Debt Statement”). The Base Purchase Price will be adjusted (as so adjusted, the “Purchase Price”) (i) upward, US dollar for US dollar, by the Estimated Closing Consumer Net Debt in pool I the event that such amount is negative and 5.50% per annum on (ii) downward, US dollar for US dollar, by the mortgage loans Estimated Closing Consumer Net Debt in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, event that such amount is positive. (c) The Buyer will pay the class LR certificates and Purchase Price in full to the Seller at the Closing, in US dollars, by electronic transfer in immediately available funds to the Purchase Price Bank Account. (d) No later than sixty (60) Business Days after the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day fundsClosing Date, and the Seller will receive on prepare and deliver to the closing date: Buyer a statement (athe “Initial Closing Statement”) of (A) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion Consumer Net Debt Position as of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cutClosing Date (the “Closing Date Consumer Net Debt”), (B) the Consumer Working Capital as of the close of business on the Closing Date (the “Closing Date Consumer Working Capital”) and (C) the Life Net Equity as of the close of business on the Closing Date (the “Closing Date Life Net Equity”). The Initial Closing Statement shall set forth the Seller’s determination of (i) the Closing Date Consumer Net Debt prepared in a manner consistent with the preparation of the Estimated Closing Consumer Net Debt Statement, (ii) the Closing Date Consumer Working Capital prepared in a manner consistent with the Accounting Principles and (iii) the Closing Date Life Net Equity prepared in a manner consistent with the preparation of the December 2006 Life Statement of Net Assets. At all reasonable times during the forty-off datefive (45) days immediately following the Buyer’s receipt of the Initial Closing Statement, the Buyer and its representatives shall be permitted to review the Seller’s records relating to the Initial Closing Statement, and the Seller shall make reasonably available the individuals responsible for the preparation of the Initial Closing Statement in order to respond to the inquiries of the Buyer related thereto. (e) The Buyer will notify the Seller in writing of any disputed item, specifying the amount in dispute and setting forth, in reasonable detail, the basis for such dispute, within forty-five (45) days of the Seller’s delivery of the Initial Closing Statement to the Buyer. The Buyer may dispute any amount reflected in the Initial Closing Statement, but only on the basis that such disputed amount is either arithmetically inaccurate or was not prepared in the manner consistent with (or failed to take into account items required by) the Accounting Principles, in the case of the Closing Date Consumer Working Capital, the Estimated Closing Consumer Net Debt Statement, in the case of the Closing Date Consumer Net Debt, or the December 2006 Life Statement of Net Assets, in the case of the Closing Date Life Net Equity. The Buyer agrees that the failure to notify the Seller of a dispute within such period will be conclusively deemed to be an acceptance by the Buyer of the Initial Closing Statement and will constitute a waiver of any right of the Buyer to dispute the Initial Closing Statement for purposes of this Agreement. In the event of a dispute, the Seller and the Buyer will use their reasonable best efforts to reconcile their differences. If the Seller and the Buyer are unable to reach a resolution within fifteen (15) Business Days after receipt by the Seller of the Buyer’s written notice of dispute, the items remaining in dispute will be submitted to the Independent Accountants. The Seller and the Buyer will make available to the Independent Accountants such business records and explanations relating to, and access to personnel of the Seller, the Buyer and the Companies involved in the preparation of, the Initial Closing Statement, as may reasonably be required by the Independent Accountants to make their final determination. The Independent Accountants will be directed to resolve the disputed items within thirty (30) days after such disputed items are referred to them, and their decision will be final and binding on the parties hereto. The Seller and the Buyer will each bear fifty percent (50%) of the fees and expenses of the Independent Accountants. The Initial Closing Statement will be deemed final and binding on the parties hereto and shall be deemed the Final Closing Statement upon the earliest of (i) the date the Buyer is deemed to have accepted the Initial Closing Statement in accordance with this Section 2.3(e), (ii) the resolution of all disputes pursuant to this Section 2.3(e) by the Seller and the Buyer or (iii) the resolution of all disputes pursuant to this Section 2.3(e) by the Independent Accountants (such earliest date being the “Determination Date”). (f) Within five (5) Business Days after the Determination Date, a Purchase Price adjustment shall be made as follows: (i) in the event that the difference between the Closing Date Consumer Net Debt (as set forth on the Final Closing Statement) and the Estimated Closing Consumer Net Debt (as set forth on the Estimated Closing Consumer Net Debt Statement) (the “Consumer Net Debt Difference”) is negative, the Buyer will pay to the Seller the amount of the Consumer Net Debt Difference, together with all the Interest Amount; (ii) in the event that the Consumer Net Debt Difference is positive, the Seller will pay to the Buyer the amount of the Seller's rightConsumer Net Debt Difference, title together with the Interest Amount; (iii) in the event that the difference between the Reference Consumer Working Capital and interest the Closing Date Consumer Working Capital (as set forth on the Final Closing Statement) (the “Consumer Working Capital Difference”) is negative in and an amount of at least $3,000,000, the Buyer will pay to the proceeds Seller the amount of any related titlethe Consumer Working Capital Difference, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The together with the Interest Amount; (iv) in the event that the Consumer Working Capital Difference is positive in an amount of at least $3,000,000, the Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI will pay to the Trustee under Buyer the Pooling Agreement amount of the Consumer Working Capital Difference, together with the Interest Amount; (v) in the event the difference between the Reference Life Equity and such other documentsthe Closing Date Life Net Equity (as set forth on the Final Closing Statement) (the “Life Net Equity Difference”) is negative, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs in an amount of at least $3,000,000, the Buyer will pay to the Seller the amount of the Life Net Equity Difference, together with the Interest Amount; and (vi) in the event the Life Net Equity Difference is positive, in an amount of at least $3,000,000, the Seller will pay to execute the Buyer the amount of the Life Net Equity Difference, together with the Interest Amount. (g) The Base Purchase Price will be allocated in accordance with Schedule 2.3(g), subject to adjustment as set forth in Section 2.3(b). In the event the Purchase Price is adjusted pursuant to Section 2.3(f) or Section 7.4(k), the Seller will, no later than five (5) Business Days after the Determination Date or the Transfer Date, as applicable, prepare and deliver to the Trustee assignments Buyer a revised allocation schedule that reflects such adjustment and, in the case of adjustments in accordance with Section 2.3(f), is consistent with the Closing Date Consumer Net Debt, the Closing Date Consumer Working Capital and the Closing Date Life Net Equity, in each case, as set forth in the Final Closing Statement. Neither the Buyer nor the Seller or any of their respective Affiliates will file any Tax Return or otherwise take any position or agree to take any position that is inconsistent with the allocation contemplated by this Section 2.3(g) without prior notice and consultation with the other party. (h) The Buyer agrees that following the Closing through the date on which payment, if any, is made by either party pursuant to Section 2.3(f) or if the Final Closing Statement indicates that no such payment is required, then through the date on which the Final Closing Statement becomes effective, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Final Closing Statement is to be based that would make it impossible or impracticable to calculate the Consumer Net Debt Position, the Consumer Working Capital or the Life Net Equity in the manner and utilizing the methods required hereby. (i) The Buyer agrees to permit full access to the books and records of the Mortgages Companies and the Business to the Trustee extent relevant to the determination of the Closing Date Consumer Net Debt, the Closing Date Consumer Working Capital and the Closing Date Life Net Equity to the Seller (and endorsements its advisors and/or agents), following the Closing Date through the date on which the Final Closing Statement become effective. (j) Any payment required to be made by the Buyer or the Seller pursuant to Section 2.3(f), if any, will bear interest at a rate of five percent (5%) per annum, calculated from the Closing Date until the date of payment (the “Interest Amount”). All payments required to be made pursuant to Section 2.3(f) together with interest payable pursuant to this Section 2.3(j) shall be made in full in US dollars by electronic transfer of immediately available funds to the bank account designated in writing by the party receiving the payment no later than the fifth Business Day after the Determination Date. (k) To the extent an amount with respect to any Mortgage Notes relating thereto) asset or liability is included in recordable form. Such assignments and endorsements the calculation of the Consumer Net Debt Position, such amount shall not affect be included in the rights calculation of the parties hereto Closing Date Consumer Working Capital or the Closing Date Life Net Equity. To the extent an amount with respect to any asset or liability is included in the Pooling Agreementcalculation of the Closing Date Consumer Working Capital, such amount shall not be included in the calculation of the Consumer Net Debt Position or the Closing Date Life Net Equity. To the extent an amount with respect to any asset or liability is included in the calculation of the Closing Date Life Net Equity, such amount shall not be included in the calculation of the Consumer Net Debt Position or the Closing Date Consumer Working Capital.

Purchase Price. The purchase price Buyer agrees to pay Sellers an aggregate amount equal to $3,500,000 minus (A) the "Purchase Price") for the mortgage loans shall consist of (a) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof Company’s total liabilities as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum Closing Date as reflected on the mortgage loans in pool I Company’s Audited Closing Date Balance Sheet and 5.50% per annum (B) the amount by which $825,000 exceeds the book value of the Company’s current assets and those assets included on the mortgage loans Company’s Audited Closing Date Balance Sheet under the classifications Property, Equipment, Furniture and Fixtures, Computer Equipment, and Building Improvements as reflected on the Audited Closing Date Balance Sheet net of depreciation (the “Purchase Price”). Subject to Section 2.4 below, the Buyer will pay Sellers the Purchase Price within five business days after issuance by the Buyer of the Audited Closing Date Balance Sheet as follows: (i) up to the first $1,000,000 of the Purchase Price will be paid in pool II, from and including shares of Buyer’s restricted Class A Common Stock based on the cut-off date average closing price of Buyer’s Class A Common Stock as quoted on the New York Stock Exchange for the ten trading days prior to but excluding the closing date, Closing Date (bthe “Buyer Shares”) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (dii) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price Purchase Price in excess of $1,000,000, if any, will be paid to CMSI in cash by the Underwriter pursuant wire transfer or delivery of other immediately available funds. Any adjustment to the Underwriting Agreement, Purchase Price as provided in clauses (A) and (B) of this Section 2.2 will first be deducted from the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount cash portion of the Purchase Price as such repayment and then from the Buyer’s Shares. Sellers hereby acknowledge and agree that they have received prior to the Underwriter. Upon date hereof a total of $25,000 from the Buyer and that such amount will be applied against payment of the Purchase Price (such amount to be applied first against the cash portion of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off dateif any), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to Purchase Price will be delivered by CMSI to allocated among the Trustee under the Pooling Agreement and such other documents, instruments and agreements Sellers as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) provided in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementExhibit “A” attached hereto.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in The Purchase Price to be paid by Buyer for the transfer and sale by Seller of the Purchased Assets is One Hundred Fifty-One Million and 00/100 DOLLARS ($151,000,000) (the “Purchase Price”). Buyer will also pay to Seller at Closing the Preliminary Fuel Inventory Purchase Price, the Preliminary Convenience Store Inventory Purchase Price, the amount of [___________]% of the aggregate scheduled principal balance thereof as of Property Lease Security Deposits and the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum Customer Loan Balance. The Deposit shall be paid pursuant to Section 2.6. No later than five o’clock p.m. Eastern Time on the mortgage loans in pool I and 5.50% per annum on day before the mortgage loans in pool IIClosing Date, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash Buyer shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of pay into escrow the Purchase Price, plus the amount of the Property Lease Security Deposits, plus the Preliminary Fuel Inventory Purchase Price, plus the Preliminary Convenience Store Inventory Purchase Price (collectively, “Buyer’s Closing Proceeds”) less the Deposit and the Operator Security Deposit Credit. This balance of Buyer’s Closing Proceeds less the Deposit and the Operator Security Deposit Credit shall be delivered to the Title Company by wire transfer of immediately available funds to a non-interest bearing account designated by the Title Company (the “Escrow Account”). Upon satisfaction of all conditions to Closing, the Title Company shall release all funds within the Escrow Account in accordance with the settlement statement(s) executed by Seller and Buyer. (b) Within fifteen (15) days after the Closing Date, Seller shall transferprepare and deliver to Buyer, assign, set over a schedule setting forth the final actual amount and otherwise convey to CMSI without recourse all value of the Seller's right, title Fuel Inventory as of the Cut-Over Time (as defined in Section 9.1(a) (the “Final Fuel Inventory Value”) and interest in and to the mortgage loans, including all interest and principal received or receivable by Convenience Store Inventory as of the Seller on or with respect to Cut-Over Time (the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date)“Final Convenience Store Inventory Value” and, together with all the Final Fuel Inventory Value, the “Final Inventory Value”). The schedule of Final Inventory Value shall be prepared and applied on a basis consistent with the Estimated Fuel Inventory Value, the Estimated Convenience Store Inventor Value and the provisions of Sections 2.2(h) and 2.2(i). Within fifteen (15) days after its receipt of the Seller's rightFinal Inventory Value, title Buyer and interest Seller shall work together in good faith to prepare a final reconciliation of the Final Inventory Value and the Preliminary Fuel Inventory Purchase Price and the Preliminary Convenience Store Purchase Price to resolve any disagreements regarding the proceeds Final Fuel Inventory Purchase Price and the Final Convenience Store Inventory Purchase Price. (c) Upon the determination of the Final Fuel Inventory Purchase Price and Final Convenience Store Inventory Purchase Price in accordance with subsections (b), above, and Section 2.2(h) and Section 2.2(i), Seller and Buyer will reconcile any related titleadjustment required between the Preliminary Fuel Inventory Purchase Price and the Final Fuel Inventory Purchase Price and between the Preliminary Convenience Store Inventory Purchase Price and the Final Convenience Store Inventory Purchase Price. To the extent that the Final Fuel Inventory Purchase Price or Final Convenience Store Inventory Purchase Price exceeds the Preliminary Fuel Inventory Purchase Price or the Preliminary Convenience Store Inventory Purchase Price, hazard Buyer shall pay or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required cause to be delivered by CMSI paid such excess amount to Seller. To the Trustee under extent that the Pooling Agreement and Final Fuel Inventory Purchase Price or Final Convenience Store Inventory Purchase Price is less than the Preliminary Fuel Inventory Purchase Price or Preliminary Convenience Store Inventory Purchase Price, Seller shall pay or cause to be paid to Buyer such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementamount.

Purchase Price. (a) The purchase price of the Assets shall be an amount equal to $150 per KW based on the average Contract Capacity of all the Dedicated Units over the 24-Month period immediately preceding the Transfer Date (the "ASSET PURCHASE PRICE"). (b) The Asset Purchase Price"Price shall be payable in three equal installments on each of the following dates: (i) for the mortgage loans Transfer Date; (ii) the first anniversary of the Transfer Date; and (iii) the second anniversary of the Transfer Date. Beginning on the Transfer Date, Purchaser shall consist of (a) cash provide Seller with Credit Support in the amount of [___________]% any unpaid balance of the aggregate scheduled principal balance thereof as Asset Purchase Price. (c) If the Asset Purchase Price is not yet determined on the Transfer Date, then pending such final determination, the Parties shall make a good faith estimate of the cut-off date, plus accrued interest thereon at amount of the rate of 6.00% per annum Asset Purchase Price on the mortgage loans in pool I and 5.50% per annum basis of available information. Purchaser shall then pay the first installment of the Asset Purchase Price on the mortgage loans basis of such estimate and the amount of the second and third installments shall be adjusted to reflect the adjusted amount. If, upon final determination of the Asset Purchase Price, it is determined that the Credit Support provided by Purchase in pool II, from and including the cutaccordance with sub-off date to but excluding the closing date, paragraph (b) above was not sufficient to cover the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion unpaid balance of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the adjusted Asset Purchase Price, then Purchaser shall provide additional Credit Support to reflect such higher amount. If the Seller amount of Credit Support posted was higher than required, then the amount of such Credit Support shall transfer, assign, set over and otherwise convey be adjusted to CMSI without recourse all reflect the unpaid balance of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementAsset Purchase Price.

Purchase Price. The (a) Buyer shall deliver to Seller, as and for the purchase price of the Assets, consideration of Sixty Two Million Four Hundred Seventy Two Thousand Dollars ($62,472,000), as adjusted pursuant to Section 2.1.(b) below and elsewhere herein (the "Purchase Price") for ), payable by a wire transfer of immediately available funds to an account designated in writing by Seller at least two days prior to the mortgage loans shall consist of (a) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, Closing Date. (b) As promptly as possible after the class IA-IO Closing Date, Buyer shall prepare a Closing Date balance sheet mutually agreeable to Buyer and IIA-IO certificatesMetromedia (the "Final Balance Sheet") reflecting the combined Assets and Assumed Liabilities (and accruing pro rata amounts including employment obligations). In the event that Metromedia and Buyer are unable to agree upon a Final Balance Sheet within thirty (30) days following delivery of a balance sheet, (c) the class LR certificates Buyer and (d) the class PR certificates. Such cash Metromedia shall be payable employ a "Big Six" accounting firm, selected mutually by CMSI Metromedia and Buyer, to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectivelyresolve such dispute. If CMSI for any reason the Final Balance Sheet indicates that current assets, excluding cash, less current liabilities exceeds the corresponding number set forth in Schedule 1.1(f), then Buyer shall repay pay to Metromedia the Underwriter any portion difference between such numbers within five (5) working days of receipt of the price paid Final Balance Sheet. If the Final Balance Sheet indicates that current assets, including without limitation any security deposits transferred to CMSI by Buyer under the Underwriter pursuant Leases, less current liabilities are less than the corresponding number set forth in Schedule 1.1(f), then Metromedia shall pay to Buyer the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount difference between such numbers within five (5) working days of receipt of the Purchase Price Final Balance Sheet. The Final Balance Sheet will not reflect as such repayment to the Underwriter. Upon payment a liability any liability for wages, overtime, severance pay, pay in lieu of the Purchase Pricenotice, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or vacation time with respect to the mortgage loans (other than payments employees of principal and interest due and payable on the mortgage loans on Seller not hired by Buyer since Seller will pay all such costs at or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to Closing. In order to prepare the close Final Balance Sheet, Buyer shall engage certain employees of business Seller listed on Schedule 2.1(b) (the cut-off date"Transition Employees") from the Closing Date for a period of up to six weeks from the Closing Date (or for a longer time period, if deemed necessary by Buyer to complete the Final Balance Sheet) (the "Transition Period"), together . Seller and Metromedia agree that they shall cooperate with Buyer and the Transition Employees in making all of books and records available to Buyer and the Seller's right, title and interest in and Transition Employees as necessary to prepare the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementFinal Balance Sheet.

Purchase Price. The purchase price for the Ineligible Accounts shall be (x) an amount equal to three and 75/100 percent (3.75%) (the "Applicable Percentage") of the principal Balance of the Valuation Accounts as of the Closing Date other than the Foreign Accounts plus (y) an amount equal to one hundred percent (100.00%) of the principal Balance of the Foreign Accounts as of the Closing Date (the "Purchase Price") for ), subject to adjustment as set forth herein. Subject to the mortgage loans terms and conditions of this Agreement, at the Closing Purchaser shall consist pay and deliver to Seller, an amount equal to the Purchase Price calculated as of the date not less than three days before nor more than five days before the Closing Date (the "Valuation Date"). The Purchase Price is subject to adjustment as follows: (a) cash in On the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Valuation Date Seller shall simultaneously and in deliver a Valuation Date Closing Statement (the same manner repay "Preliminary Closing Statement") to CMSI a proportionate amount of Purchaser setting forth the Purchase Price as such repayment of the Valuation Date and shall provide Purchaser and its authorized representatives reasonable access to its books and records relating to the Underwritersame to verify the Purchase Price. Upon payment At the Closing, Purchaser will pay Seller by wire transfer in immediately available funds to an account designated by Seller an amount equal to the Purchase Price shown in the Preliminary Closing Statement (subject to mutually agreed adjustments). Sixty (60) days after the Closing Date, the parties shall perform a "true-up" of the Purchase Price, the Seller shall transfer, assign, as set over and otherwise convey to CMSI without recourse all forth below. (b) Within five (5) business days after finalization of the Adjusted Closing Statement as set forth in this Section 2(b), the Purchase Price shall be adjusted and either Purchaser or Seller's right, title and interest in and as the case may be, shall pay to the mortgage loans, including all interest and principal received or receivable an account designated by the other party, by wire transfer in immediately available funds, the Adjustment Amount. On the relevant Adjustment Date, Purchaser shall prepare and deliver to Seller on or with respect an adjusted Closing Statement (as modified by mutual agreement of the Purchaser and Seller, the "Adjusted Closing Statement") relating to and specifying in reasonable detail the mortgage loans (other than payments calculation of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date)Adjustment Amount, together with all the total Account Balance for each of the Seller's rightIneligible Accounts as of the Closing Date and shall provide Seller and its authorized representatives reasonable access to its books and records relating to same. The "Adjustment Amount" shall be the difference between (i) the Purchase Price, title and (ii) the Adjusted Purchase Price as set forth on an Adjusted Closing Statement, together with interest in and on such difference calculated at the federal funds rate (at weighted average daily rates reported by the Federal Reserve System) from the Closing Date to the proceeds date of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificatespayment. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to A positive Adjustment Amount shall be delivered payable by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver Purchaser; a negative Adjustment Amount shall be payable by Purchaser to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementSeller.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash In consideration of the sale and transfer of the Conveyed Assets, Purchaser shall (i) pay to Seller for the benefit of Seller or for appropriate Affiliates thereof, if any, who shall have sold assets under this Agreement pursuant to Section 2.1 an aggregate amount of $338,000,000 (the “Purchase Price”), in immediately available funds, by wire transfer in accordance with written instructions given by Seller to Purchaser not less than two (2) Business Days prior to the Closing, which consideration shall be adjusted pursuant to Section 2.6(b) below and allocated as described in Section 2.7; and (ii) assume the Assumed Liabilities. (b) Notwithstanding any other provision of this Agreement, the Purchase Price shall be adjusted upward or downward on a dollar-for-dollar basis, by the amount by which Closing Date Liabilities, as reflected in the amount of [___________]% Closing Balance Sheet to be agreed pursuant to Section 2.6(c) below, is greater than or less than $7,800,000 (the “Reference Amount”) (as finally determined pursuant to Section 2.6(c) and (d), the “Purchase Price Adjustment”). (c) Within thirty (30) days after the Closing Date, Seller shall submit to Purchaser for Purchaser’s review a balance sheet of the aggregate scheduled principal balance thereof Business as of the cutClosing Date and Seller’s calculation of the actual amount of the Closing Date Liabilities and, in this connection, each party reasonably shall make available to the other all relevant books and records. In the event that Seller and Purchaser are unable to agree with respect to any determination of the Closing Date Liabilities within twenty (20) days after the delivery by Seller of the proposed balance sheet, Seller and Purchaser hereby agree that such determination shall be referred to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Selected Accountants”), which shall promptly make a determination. The determination of the Selected Accountants shall be conclusive and binding on each party. During the review by the Selected Accountants, Purchaser and Seller will each make available to the Selected Accountants such individuals and such information, books and records as may be reasonably required by the Selected Accountants to make their final determination. One-off datehalf of the fees of the Selected Accountants shall be borne by Seller, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cutone-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and half shall be borne by Purchaser. (d) The balance sheet reflecting the class PR certificates. Such cash Closing Date Liabilities as agreed by the Parties or as determined by the Selected Accountants in accordance with Section 2.6(c) shall be payable by CMSI to deemed the Seller on “Closing Balance Sheet.” Upon the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion final determination of the price paid to CMSI by Closing Balance Sheet, if the Underwriter pursuant to Closing Date Liabilities reflected therein as of the Underwriting AgreementClosing Date are greater than the Reference Amount, the Seller shall simultaneously and in the same manner repay pay to CMSI a proportionate amount of Purchaser the Purchase Price Adjustment and if the Closing Date Liabilities reflected therein as such repayment to the Underwriter. Upon payment of the Closing Date are less than the Reference Amount, Purchaser shall pay to Seller the Purchase PricePrice Adjustment, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all in either case within five (5) Business Days by wire transfer of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementimmediately available funds.

Purchase Price. (a) The purchase price to be paid at the Closing by Purchaser to Seller (the "“Initial Purchase Price"”) for in consideration of the mortgage loans sale, transfer and delivery of the Securities shall consist be an amount (the “Initial Base Amount”) equal to the sum of (ai) cash the Initial Member’s Equity, plus the Insurance Accrual Amount, (ii) $50,297,500 and (iii) $20,000,000 (the “Initial Incentive Payment”), as such amount shall be adjusted on a preliminary basis in accordance with the provisions set forth on Section 1.2(a) of the Company Disclosure Schedule in order to reflect, among other things, changes in the amount and value of [___________]% Home Equity Loans and certain other assets of the aggregate scheduled principal balance thereof as of Company and its Subsidiaries during the cutperiod commencing on the Initial Benchmark Date and ending on the Cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, Date. (b) After the class IA-IO Closing Date, the Initial Purchase Price shall be adjusted on a definitive basis in accordance with the provisions set forth on Section 1.2(b) of the Company Disclosure Schedule and IIA-IO certificatesthe procedures set forth in Sections 3.1 and 3.2 in order to reflect, among other things, changes in the amount and value of Home Equity Loans and certain other assets of the Company and its Subsidiaries between the period commencing on the Initial Benchmark Date and ending on the Closing Date (as so adjusted, the “Adjusted Purchase Price”). No later than five days after the date upon which the amounts required to calculate the Adjusted Purchase Price shall have been determined in accordance with the procedures set forth in Sections 3.1 and 3.2, Purchaser and Seller shall jointly calculate each of the adjustments described in Section 1.2(b) of the Company Disclosure Schedule (which shall be set forth in a mutually agreed statement of adjustments approved by each party), and Purchaser shall make a payment to Seller, or Seller shall make a payment to Purchaser, equal to the amount (the “Interim Adjustment Amount”) by which the Adjusted Purchase Price is greater (in which case Purchaser shall pay the Interim Adjustment Amount to Seller) or is less (in which case Seller shall pay the Interim Adjustment Amount to Purchaser) than the Initial Purchase Price. Such payment will be made to Purchaser or Seller, as the case may be, by wire transfer of immediately available funds to an account specified by the party that is entitled to receive the same. (c) The final incentive payment payable by Purchaser to Seller (the class LR certificates “Final Incentive Payment”) shall be an amount determined based on the Total Originations by the Company and its Subsidiaries (or, if applicable, their successors) during the two-year period from and after the first day of the first month that begins subsequent to the Closing Date (e.g., if the Closing Date is May 15, 2006, Total Originations would be measured from June 1, 2006 through May 31, 2008) (the “Measurement Period”), in accordance with the provisions set forth on Section 1.2(c) of the Company Disclosure Schedule; provided, however, that in no event shall the Final Incentive Payment be greater than $50,000,000 or less than $10,000,000. No later than five days after the later of (i) the date upon which the amount of Total Originations shall have been determined in accordance with Section 3.3 or (ii) if necessary to determine the amount of the Final Incentive Payment in accordance with Section 1.2(c) of the Company Disclosure Schedule, a final determination is made as to whether a CHEC Trigger Event has occurred, Purchaser shall make a payment to Seller, or Seller shall make a payment to Purchaser, equal to the amount (the “Final Adjustment Amount”) by which the Final Incentive Payment is greater (in which case Purchaser shall pay the Final Adjustment Amount to Seller) or is less (in which case Seller shall pay the Final Adjustment Amount to Purchaser) than the Initial Incentive Payment. Such payment will be made to Purchaser or Seller, as the case may be, by wire transfer of immediately available funds to an account specified by the party that is entitled to receive the same. (d) If, any time prior to the class PR certificatespayment of the Final Adjustment Amount in accordance with paragraph (c) above, (i) all Specified Legal Proceedings commenced prior to such time shall have been settled or the liability of the Company and its Subsidiaries and any other defendants in such Specified Legal Proceedings who are Affiliates or representatives of the Company or any of its Subsidiaries (the “Covered Defendants”) for Losses in respect of such Specified Legal Proceedings shall have been finally determined (whether by virtue of the non-appealable dismissal of the claims brought in such proceedings against the Covered Defendants, the entry of one or more final and non-appealable judgments fixing the maximum liability of the Covered Defendants in such proceedings or otherwise) and (ii) (A) the aggregate liability of the Purchaser Indemnified Parties for Losses incurred after the Closing Date which arise from such Specified Legal Proceedings (less any portion of such Losses paid or reimbursed by Seller) is less than (B) the Specified Legal Proceeding Reserve, Purchaser shall promptly pay to Seller an amount equal to the excess of the amount in clause (B) over the amount in clause (A). Such cash payment will be made to Seller by wire transfer of immediately available funds to an account specified by Seller. (e) The final purchase price payable by Purchaser to Seller (the “Purchase Price”) in consideration of the sale, transfer and delivery of the Securities shall be payable by CMSI to the Seller on Initial Purchase Price, as adjusted in accordance with the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and provisions of paragraphs (b) and (c) above. An example illustrating the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount calculation of the Purchase Price in accordance with the provisions of this Section 1.2 is attached as such repayment to the Underwriter. Upon payment Section 1.2(e) of the Purchase Price, Company Disclosure Schedule. It is the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights intent of the parties hereto that this Section 1.2 be interpreted in a manner consistent with the example contained in Section 1.2(e) of the Company Disclosure Schedule. (f) Purchaser and Seller will each bear one-half of the cost of any documentary, stamp, sales and excise or other similar Taxes payable in respect of the sale, transfer and delivery of the Securities. Seller and Purchaser shall cooperate with one another and, subject to the Pooling other terms of this Agreement, take any action as is reasonably requested by the other party in order to minimize the Taxes of the type referred to in the preceding sentence.

Purchase Price. 4.1. The aggregate purchase price for the Sellers’ Shares shall be (i) the Initial Payment plus (ii) the Cash Balance (as adjusted pursuant to clause 7 and schedule 9) plus (iii) the Deferred Payment (if any) (the "“Purchase Price") for ”). 4.2. The Initial Payment less the mortgage loans Initial Option Tax Escrow Sum shall consist of (a) be satisfied on Completion in cash and shall be apportioned between the Sellers in accordance with each Seller’s Pro Rata Share and shall be paid in cash to the following account: 4.3. On Completion, the Buyer shall pay the Initial Option Tax Escrow Sum in cash to the Tax Escrow Account in the amount of [___________]% name of the aggregate scheduled principal balance thereof as Escrow Agent. Upon receipt of the cut-off datefunds, plus accrued interest thereon at the rate Escrow Agent shall convert the Initial Option Tax Escrow Sum from US$ into UK£ and notify the Buyer of 6.00% per annum on the mortgage loans new account number of the Capital Escrow Account. 4.4. On or prior to Completion, the Buyer will procure that the Company pay the Initial Working Capital Escrow Sum in pool I cash to the Working Capital Escrow Account in the name of the Escrow Agent. 4.5. On the Adjustment Payment Date, the Buyer will procure that the Company pay the Cash Balance (determined in accordance with schedule 9) to the Sellers to the accounts specified in schedule 1, which shall be apportioned between the Sellers in accordance with each Seller’s Pro Rata Share. 4.6. The Deferred Payment (less the Deferred Escrow Amount), if and 5.50% per annum on to the mortgage loans extent payable pursuant to schedule 6, shall be paid and satisfied in pool IIcash within 60 days after 30 September 2016 (or within 60 days after 31 December 2016 in the event the Review Period is extended by the Sellers in accordance with the terms set forth in part 1 of schedule 6) (the “Deferred Payment Date”) and shall be apportioned between the Sellers in accordance with each Seller’s Pro Rata Share; provided, from and including however, that any Deferred Payment due shall be decreased by (i) any amount the cut-off Sellers are required to pay to any Indemnified Person under the Indemnity, which amount was not satisfied in full prior to the payment date to but excluding of the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates Deferred Payment and (dii) the class PR certificates. Such cash shall be payable by CMSI any amount for which any Indemnified Person has delivered proper notice to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter Sellers seeking Indemnity pursuant to the Underwriting terms of this Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted matter has not been finally determined prior to the close payment date of business the Deferred Payment in which case such proportion of the Deferred Payment shall be placed in an escrow account to be established on the cut-off date)same terms as the Escrow Accounts set up in this Agreement or as the parties shall reasonably determine otherwise. 4.7. On the Deferred Payment Date, together with all of the Seller's right, title and interest in and Deferred Escrow Amount shall be paid to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementEscrow Agent.

Purchase Price. The aggregate purchase price (the "Purchase Price") for the mortgage loans Shares and the Purchased Assets shall consist be (i) US$ 271.2 million less (ii) Closing Indebtedness plus or minus (iii) the Closing Net Cash (the "Cash Purchase Price"), as well as the assumption by the Purchaser of the Assumed Liabilities. The term "Closing Net Cash" shall mean the aggregate amount of any cash and cash equivalents (a) cash in including the amount of [___________]% uncashed checks payable to ICTC) on hand or in bank accounts or lock boxes of ICTC less the aggregate scheduled principal balance thereof amount of any checks written against such accounts, which have not cleared such accounts, in each case as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum 5:01 p.m. central time on the mortgage loans in pool I and 5.50% per annum on date immediately preceding the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, Closing Date. The term "Closing Indebtedness" shall mean (bi) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable owing as of 5:01 p.m. central time on the mortgage loans date immediately preceding the Closing Date under those certain First Mortgage Series K and Series L Bonds issued pursuant to the First Mortgage by and between ICTC and Harris Trust and Savings Bank, as trustee, as amended and suppl▇▇▇▇▇▇d from time to time and (ii) other than as listed on Schedule 1.5, any other indebtedness of the Transferred Companies or before otherwise included in the cutAssumed Liabilities with respect to borrowed money, notes payable, capital lease obligations, letters of credit or similar facilities, long-off date term vendor financing for goods and prepayments services, attributable indebtedness with respect to sale leaseback transactions and indebtedness secured by an Encumbrance on any Purchased Asset or any asset of principal the Transferred Companies, in any such case of the Closing Date. As promptly as practicable on the mortgage loans received or posted prior date immediately preceding the Closing Date, Seller shall deliver to Purchaser a certificate setting forth the close amount of business on (x) the cut-off date), Closing Net Cash (together with all of supporting documentation) and (y) the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementClosing Indebtedness.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) be paid by Purchaser to Sellers as follows: a. A cash payment at Closing in the amount of [___________]% NINE HUNDRED THOUSAND DOLLARS ($900,000.00) in lawful money of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date)United States, together with all an additional cash payment at Closing in lawful money of the Seller's right, title and interest United States in and an amount equal to the proceeds net book value of the Accruing Assets at Closing. The net book value of the Accruing Assets at Closing shall be the value of the Accruing Assets as set forth on Sellers' internally prepared financial statements and as mutually determined by Sellers and Purchaser for the date of Closing. Notwithstanding the foregoing, Purchaser may offset against the actual amount of cash payments to be made to Sellers at Closing, the outstanding amounts owed to Purchaser by Sellers under that certain Loan and Security Agreement dated December 18, 1995 and promissory note of even date therewith in the original principal amount of $3,200,000.00. The outstanding principal balance owed to Purchaser as Of July 31, 1996 is $3,200,000.00 with $26,936.52 of accrued and unpaid interest. Such payoff shall be made without any related title, hazard prepayment penalty or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees charge imposed by Purchaser b. Deferred cash payments shall be made by Purchaser to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments Sellers in lawful money of the Mortgages to United States as follows: (1) The sum of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000.00) plus interest from Closing at Purchaser's Cost of Funds as defined below, payable on July 31, 1997, provided that there exists at least a ninety percent (90%) Retention (as hereinafter defined) of Original Clients (as hereinafter defined) of Sellers; (2) The sum of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000.00) plus interest from Closing at Purchaser's Cost of Funds as defined below payable on July 31, 1998, provided that there exists at least an eighty percent (80%) Retention (as hereinafter defined) of Original Clients (as hereinafter defined) of Sellers; (3) The sum of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) plus interest from Closing at Purchaser's Cost of Funds payable on July 31, 1999, provided that the Trustee annualized gross revenue received by Purchaser during the three months immediately preceding August 1, 1999 from Factors' Related Clients (and endorsements of any Mortgage Notes relating theretoas hereinafter defined), is One Hundred Seventy Two Percent (172%) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or annualized gross revenue received by sellers from Accruing Assets for the three months immediately prior to the Pooling AgreementAUGUST 1, 1996.

Purchase Price. (a) The purchase price to be paid by Purchaser for the Purchased Assets shall be FOUR MILLION FIVE HUNDRED THOUSAND AND NO/100THS DOLLARS ($4,500,000.00) plus the value of the inventory of Seller as of the Closing Date ---- (based on Seller's inventory records and valued at the lower of cost or fair market value and adjusted to the extent necessary in accordance with Section 2.1(b) below) (collectively, the "Purchase Price"). (b) for Notwithstanding the mortgage loans shall consist actual value (based on the lower of (acost or fair market value) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof inventory of the Seller as of the cut-off dateClosing Date, plus accrued interest thereon if the total value of the inventory does not exceed the total value of accounts payable assumed under Article III hereof by at least $250,000 (the rate of 6.00% per annum "Inventory Excess Amount"), Purchaser shall be entitled to reduce the amount payable for inventory hereunder on a dollar for dollar basis by the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, amount that such Inventory Excess Amount is less than $250,000. (c) At Closing, Seller shall estimate the class LR certificates value of Seller's inventory as of the Closing Date (the "Estimated Inventory Value") and Purchaser shall issue and deliver to Seller shares of JFF Stock, determined in accordance with Section 2.2 hereof, equal in number to the amount determined by dividing (di) $4,500,000 plus ninety percent (90%) of the Estimated Inventory Value by (ii) the class PR certificatesAverage Closing Bid Price (as defined below). Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans Either on or before the cut-off date Closing Date (and prepayments if not on or before the Closing Date, no later than five (5) days after the Closing Date), an actual physical count shall be taken of principal on the mortgage loans received or posted prior Seller's inventory which physical count shall be reconciled to the close actual value of business on the cut-off date), together with all Seller's inventory as of the Closing Date. If the value of Seller's rightinventory resulting from such physical count reveals an inventory amount greater than the Estimated Inventory Value, title and interest then Purchaser shall promptly cause to be issued to Seller additional shares of JFF Stock equal in and number to the proceeds value of any related titlesuch difference divided by the Average Closing Bid Price. If such physical count shows an inventory value less than the Estimated Inventory Value, hazard or other insurance policies and Primary Mortgage Insurance CertificatesSeller shall be obligated to return to Purchaser shares of JFF Stock equal in number to the value of such difference divided by the Average Closing Bid Price. The Seller agrees to deliver to CMSI all documents, instruments and agreements Any shares of JFF Stock required to be delivered paid to Seller or returned to Purchaser pursuant to this Section 2.1(c) shall be Registrable Securities. (d) Any disagreements concerning the calculation of the inventory valuation provided for in Section 2.1(c) above shall be settled by CMSI to the Trustee under the Pooling Agreement and final determination of a "Big Six" accounting firm (or such other documents, instruments and agreements accounting firm as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or may mutually agree upon), as agreed to between the Pooling Agreementparties hereto, that is not then performing any services for either party, provided that if no agreement is reached by Purchaser and Seller on such a firm, Price Waterhouse shall be designated as such accounting firm for purposes hereof. The costs and expenses incurred in engaging such accounting firm shall be borne equally by the Purchaser and Seller.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in the amount of [___________]% ********** of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.005.50% per annum on the mortgage loans in pool I and 5.50pool V and 5.00% per annum on the mortgage loans in pool II, pool III and pool IV, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO, IIA-IO, IIIA-IO, IVA-IO and IIAVA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO, IIA-IO, IIIA-IO, IVA-IO and IIAVA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.

Purchase Price. (a) The purchase price for the Interests (the "Purchase PricePURCHASE PRICE") for shall be Four Million One Hundred Fifty Thousand Dollars ($4,150,000), and shall be paid by Buyer to Seller, adjusted as provided in subsection (b) below, by federal wire transfer of same-day funds pursuant to wire instructions which shall be delivered by Seller to Buyer at least two business days prior to the mortgage loans Closing Date. (b) The Purchase Price shall consist be increased or decreased as required to effectuate the proration of (a) cash in expenses. All expenses arising from the amount of [___________]% operation of the aggregate scheduled principal balance thereof Station that are not reimbursable under the Time Brokerage Agreement, including business and license fees, utility charges, real and personal property taxes and assessments levied against the Interests, property and equipment rentals, applicable copyright or other fees, sales and service charges, taxes (except for taxes arising from the transfer of the Interests under this Agreement), FCC annual regulatory fees and similar prepaid and deferred items, shall be prorated between Buyer and Seller in accordance with the principle that Seller shall be responsible for all expenses, costs and liabilities allocable to the period prior to the Closing Date, and Buyer shall be responsible for all expenses, costs and obligations allocable to the period on and after the Closing Date. Notwithstanding the preceding sentence, there shall be no adjustment for, and Seller shall remain solely liable with respect to, any Contracts not listed on Schedule 2.2(a) and any other obligation or liability retained by Seller pursuant to Section 2.2(c)(2). (c) Any adjustments will, insofar as feasible, be determined and paid on the Closing Date, with final settlement and payment by the appropriate party occurring no later than ninety (90) days after the Closing Date or such other date as the parties shall mutually agree upon. Seller shall prepare and deliver to Buyer not later than five (5) business days before the Closing Date a preliminary settlement statement which shall set forth Seller's good faith estimate of all adjustments to the Purchase Price under Section 2.3(b). The preliminary settlement statement (i) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3(b), to the extent such adjustments can be determined or estimated as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreementpreliminary settlement statement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documentsinformation as may be reasonably requested by Buyer, instruments and agreements as CMSI (ii) shall reasonably request. CMSI hereby directs the be certified by Seller to execute be true and deliver to the Trustee assignments complete in all material respects as of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementdate thereof.

Purchase Price. The purchase price (i) As consideration for the sale to Alexza by Holdings of its Symphony Allegro Equity Securities (and for the Symphony Allegro Equity Securities of any other Person), on the Purchase Option Closing Date, Alexza shall issue to Holdings an aggregate of (A) ten million (10,000,000) shares of Alexza Common Stock (the "“Alexza Closing Shares”) and (B) the Alexza Closing Warrants. If, after the date hereof and prior to the Purchase Price"Option Closing, the number of outstanding shares of Alexza Common Stock has been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar change in capitalization, an appropriate and proportionate adjustment shall be made to the number of Alexza Closing Shares to be issued on the Purchase Option Closing. (ii) As further consideration for the mortgage loans shall consist sale to Alexza by Holdings of its Symphony Allegro Equity Securities (a) cash in and for the amount Symphony Allegro Equity Securities of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off dateany other Person), plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for if Alexza enters into any reason shall repay to the Underwriter agreement or arrangement with any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or third party with respect to the mortgage loans development and/or [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. commercialization of an AZ-004 Product or an AZ-002 Product (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off datea “Symphony Allegro Product Agreement”), together with all Alexza shall be obligated to make the following payments to Holdings within [ * ] of the Seller's right, title and interest in and to the proceeds Alexza’s receipt of any related titleTier 1 Payment, hazard Tier 2 Payment or Tier 3 Payment (each as defined below): (A) with respect to any upfront, milestone, royalty, profit sharing, or similar payment received by Alexza under such Symphony Allegro Product Agreement that, when combined with any other insurance policies such payments previously received by Alexza under any Symphony Allegro Product Agreement, is in excess of $[ * ] in the aggregate but less than or equal to $[ * ] in the aggregate (a “Tier 1 Payment”), an amount equal to [ * ]% of such Tier 1 Payment; (B) with respect to any upfront, milestone, royalty, profit sharing, or similar payment received by Alexza under such Symphony Allegro Product Agreement that, when combined with any other such payments previously received by Alexza under any Symphony Allegro Product Agreement, is in excess of $[ * ] in the aggregate but less than or equal to $[ * ] in the aggregate (a “Tier 2 Payment”), an amount equal to [ * ]% of such Tier 2 Payment; and (C) with respect to any upfront, milestone, royalty, profit sharing, or similar payment received by Alexza under such Symphony Allegro Product Agreement that, when combined with any other such payments previously received by Alexza under any Symphony Allegro Product Agreement, is in excess of $[ * ] in the aggregate (a “Tier 3 Payment”), an amount equal to [ * ]% of such Tier 3 Payment. For the avoidance of doubt, payments from a third party to Alexza for reimbursement of employee costs, out-of-pocket expenses, costs of clinical trial materials, toxicology studies and Primary Mortgage Insurance Certificates. clinical trials shall not be considered a Tier 1 Payment, Tier 2 Payment or Tier 3 Payment for purposes of this Agreement. (iii) The Seller agrees to deliver to CMSI all documentsAlexza Closing Shares, instruments the Alexza Closing Warrants and agreements required the payments to be delivered by CMSI made to Holdings set forth in Section 2(b)(ii) shall constitute the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement“Purchase Price”.

Purchase Price. A. The purchase price for the Assets (the "Purchase Price") for shall be the mortgage loans shall consist sum of the (ai) Net Tangible Asset Value (as defined in Section 2.2(B) below), (ii) an amount equal to the cash transferred to Purchaser by Seller and referenced in Section 2.1(B)(12) hereof plus $50,000, (iii) the promissory note in the amount of [___________]% of the aggregate scheduled outstanding principal balance thereof balance, as of the cutClosing Date, of the Lufkin Debt in the form of Exhibit 2.2(A)(1) hereto (the "Consideration Note") and (iv) the total amount of Earn-off dateOut Payments (as defined in Section 2.2(C)(2)(a) below). At the Closing, plus accrued interest thereon at Purchaser and Seller shall complete and execute a certificate setting forth their best estimate of the rate of 6.00% per annum Net Tangible Asset Value based on the mortgage loans April Balance Sheet (the "Estimated Net Tangible Asset Value"). (1) Seller shall cause KPMG Peat Marwick to prepare in pool I accordance with GAAP an audited statement of net assets acquired as of the Closing Date (the "Closing Date Statement of Net Assets"). Not later than the sixtieth day after the Closing Date, the final Net Tangible Asset Value (the "Final Net Tangible Asset Value") as of the Effective Time of Closing shall be determined from such Closing Date Statement of Net Assets. The Seller shall deliver to Purchaser a copy of the Closing Date Statement of Net Assets and 5.50% per annum a certificate setting forth the Final Net Tangible Asset Value. Purchaser shall within 20 days following receipt from Seller of the calculation of the Final 15 Net Tangible Asset Value accept or provide a written objection to the Final Net Tangible Asset Value. If Purchaser objects to the Final Net Tangible Asset Value, then Purchaser and Seller shall cooperate in good faith to reach a mutual agreement as to such amount. If Purchaser and Seller are unable to agree on any component of Final Net Tangible Asset Value within 20 days after Purchaser's written objection, then such dispute shall be resolved by a nationally recognized independent accounting firm mutually agreed upon by Purchaser and Seller, whose determination shall be final and binding. Such independent accounting firm will not be the mortgage loans in pool II, from principal accounting firm used by either Seller or Purchaser. All costs and including the cut-off date to but excluding the closing date, fees of such independent accounting firm shall be shared equally by Purchaser and Seller. Not later than (bi) the class IA-IO 80th day after the Closing Date or (ii) if the Final Net Tangible Asset Value is disputed within five (5) days following resolution of such dispute, Purchaser and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in adjust the same manner repay to CMSI a proportionate principal amount of the Purchase Price as such repayment Subordinated Note by an amount necessary to compensate for the Underwriter. Upon payment of increase or decrease, respectively, in the Purchase Price, Final Net Tangible Asset Value from the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementEstimated Net Tangible Asset Value.

Purchase Price. The purchase price aggregate consideration (the THE "Purchase PURcHase Price") for the mortgage loans purchase of the Acquisition Assets and the execution and delivery by the Seller of the Covenant Not to Compete Agreements (the "NONCOMPETE AGREEMENT") to the Purchaser shall consist be $23,773,000, PLUS the amount of capital expenditures made by Seller and approved by Purchaser since January 1, 1999, and incorporated into the Acquisition Assets in an amount not to exceed $100,000. The capital expenditure for the water and sewer connection in Wauconda has been approved by Purchaser. The Purchase Price shall be payable in accordance with the following: (a) cash in Prior to the execution of this Agreement, Purchaser has delivered to Seller the sum of $400,000, which amount of [___________]% serves as ▇▇▇▇▇▇▇ money (together with any interest thereon, the "▇▇▇▇▇▇▇ MONEY"). The ▇▇▇▇▇▇▇ Money shall be applied against the Purchase Price at Closing. The refundability of the aggregate scheduled principal balance thereof as ▇▇▇▇▇▇▇ Money shall be governed by the provisions of the cut-off date, plus accrued interest thereon at the rate SECTION 10.2 of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, this Agreement. (b) In the class IA-IO event Purchaser elects to pay, and IIA-IO certificatesSeller consents to permit Purchaser to pay, at Closing directly to the applicable creditors the amount necessary to release any unreleased Liens on the Acquisition Assets (the "EXCLUDED DEBT") to the extent identified at Closing and which are listed on SCHEDULE 3.3(A) of this Agreement, the entire amount of the Excluded Debt so paid by Purchaser at Closing and described on SCHEDULE 3.3(A) shall be applied against the Purchase Price at Closing. (c) Upon the class LR certificates terms and (d) the class PR certificates. Such cash shall be payable by CMSI subject to the Seller on conditions hereof, at the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously Closing and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment full satisfaction of the Purchase Price, Purchaser shall pay to Interventions and IDDRS, by wire transfer of immediately available funds to an account designated in writing by Interventions and IDDRS or certified cashier's check as Interventions and IDDRS might request at Closing, an aggregate amount equal to the Seller shall transferPurchase Price LESS (i) the ▇▇▇▇▇▇▇ Money, assign(ii) the Excluded Debt paid pursuant to SECTION 3.3(B) above, set over (iii) a working capital allowance in the amount of $1,800,000, and otherwise convey (iv) an amount equal to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable accrued vacation pay assumed by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off datePurchaser under SECTION 4.2(C), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.

Purchase Price. The In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in this Agreement, the Depositor shall, on each Sale Date, pay and deliver to Green Tree, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Green Tree, as receivables seller, and the Depositor, a purchase price (the "“Purchase Price"”) for the mortgage loans shall consist of equal to (ai) cash in the amount case of [___________]% one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the aggregate scheduled principal balance thereof as fair market values of the cut-off datesuch Receivables on such Sale Date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans payable in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay extent of funds available to the Underwriter any portion of Depositor. To the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of extent that the Purchase Price as such repayment to of the Underwriter. Upon payment Additional Receivables is greater than the cash portion of the Purchase Price, then the Seller Depositor shall transfer(i) first, assignpay such portion of the Purchase Price in the form of a borrowing under the Promissory Note in the form attached hereto as Exhibit A; provided however, set over that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (and otherwise convey immediately after) each borrowing thereunder, both before and after the sale transaction (1) the Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to CMSI without recourse satisfy all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans its current obligations (other than payments its obligations under the Subordinated Note and the obligation to pay the Purchase Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (4) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Green Tree in an amount equal to the remaining unpaid portion of principal and interest due and payable the Purchase Price. Green Tree is hereby authorized by the Depositor to endorse on the mortgage loans on or before schedule attached to the cut-off Subordinated Note an appropriate notation evidencing the date and prepayments amount of principal on each advance thereunder, as well as the mortgage loans received or posted prior date of each payment with respect thereto, provided that the failure to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and make such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements notation shall not affect the rights any obligation of the parties hereto or Depositor thereunder. Green Tree shall record in its books and records all increases in and payments in reduction of the outstanding principal amount of the Subordinated Note. The Depositor shall not have any obligation to pay to Green Tree a cash Purchase Price in connection with any Delinquency Advance arising in connection with a Credited Advance Funding unless Green Tree pays to the Pooling AgreementDepositor or its assigns the Advance Reimbursement Amounts for the Delinquency Advances deemed to have been reimbursed in connection with such Credited Advance Funding. Green Tree shall contribute any such Delinquency Advances for which there is no Cash Purchase Price paid to the Depositor.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans Purchased Assets shall consist of be an amount computed as follows: (a) cash in the An amount of [___________]% equal to twelve percent (12%) of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon Deposit Liabilities transferred to Purchaser at the rate of 6.00% per annum on First Closing, the mortgage loans in pool I Second Closing and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, Third Closing; PLUS (b) The aggregate of the class IA-IO Real Property Purchase Prices for all of the Real Property transferred to Purchaser at the First Closing, the Second Closing and IIA-IO certificates, the Third Closing; PLUS (c) The aggregate Net Book Value of the class LR certificates Fixed Assets transferred to Purchaser at the First Closing, the Second Closing and the Third Closing; PLUS (d) The Loan Value of the class PR certificates. Such cash shall be payable by CMSI Loans transferred to Purchaser at the Seller on First Closing, the closing date in same-day funds, Second Closing and the Seller will receive on Third Closing; PLUS (e) The aggregate unpaid principal balance of the closing date: Advance Lines and the Negative Deposits transferred to Purchaser at the First Closing, the Second Closing and the Third Closing; PLUS (af) The aggregate Net Book Value of the class IA-IO ATMs transferred to Purchaser at the First Closing, the Second Closing and IIA-IO certificates the Third Closing; PLUS (g) The aggregate Net Book Value of the CRA Equity Holdings transferred to Purchaser at the First Closing, the Second Closing and the Third Closing; PLUS (bh) The aggregate amount of Cash transferred to Purchaser at the class LR First Closing, the Second Closing and class PR certificates evidencing the residual interests Third Closing; PLUS (i) The Fair Market Value of the BBNA Precious Metals (exclusive of such BBNA Precious Metals already included in the lower-tier REMIC Loan Value of a particular loan under Section 3.1(d) hereof) transferred to Purchaser at the First Closing, the Second Closing and the pooling REMICThird Closing; PLUS (i) The Swap Portfolio Adjustment, respectively. If CMSI for any reason shall repay to if such adjustment is a positive number or (ii) if the Underwriter any portion Swap Portfolio Adjustment is a negative number MINUS the absolute value of the price paid Swap Portfolio Adjustment; PLUS (k) The aggregate Net Book Value of the Floor Plan Assets, other than Floor Plan Loans, transferred to CMSI by Purchaser at the Underwriter pursuant to the Underwriting AgreementFirst Closing, the Seller shall simultaneously Second Closing and in the same manner repay to CMSI a proportionate amount Third Closing; PLUS (l) The aggregate Net Book Value of the Purchase Price as such repayment CAF Assets, other than the CAF Loans, transferred to Purchaser at the Underwriter. Upon payment of the Purchase PriceFirst Closing, the Seller shall transfer, assign, set over Second Closing and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans Third Closing; PLUS (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. m) The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.Hiring Commitment Adjustment; MINUS

Purchase Price. The aggregate purchase price for the Purchased Assets shall be (x) the "Parent Restricted Stock, plus (y) $53,400,000 in immediately available funds, which amount is subject to adjustment pursuant to Section 2.05 hereof (as adjusted, the “Cash Purchase Price") for ,” and with the mortgage loans Parent Restricted Stock, the “Purchase Price”), plus the assumption of the Assumed Liabilities. The Purchase Price shall consist of be paid as follows: (a) cash Buyer shall pay, or cause to be paid, on behalf of Seller by wire transfer of immediately available funds an amount equal to the Repaid Indebtedness to the accounts designated in writing by Seller to Buyer no later than two (2) Business Days prior to the Closing Date and pursuant to the Pay-off Letters; (b) Buyer shall pay, or cause to be paid, the Cash Purchase Price, minus (x) the amount of [___________]% of the aggregate scheduled principal balance thereof as of then available funds in the cutPre-off dateClosing Escrow Fund, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, minus (by) the class IAAggregate Post-IO Closing Escrow Amount, and IIA-IO certificatesminus (z) the Estimated Closing Adjustment (understanding that the Estimated Closing Adjustment may be a negative number, in which case it would be added to the Cash Purchase Price) (such resulting amount, the “Closing Day Purchase Price”) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Buyer no later than two (2) Business Days prior to the Closing Date; (c) Parent shall cause the class LR certificates Parent Restricted Stock to be issued and delivered to Seller; (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, Buyer and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in issue joint instructions directing the same manner repay Escrow Agent to CMSI a proportionate pay to Seller the entire amount of the Purchase Price as then available funds in the Pre-Closing Escrow Fund by wire transfer of immediately available funds to an account designated in writing by Seller in such repayment direction letter; and (e) Buyer shall deposit, or cause to the Underwriter. Upon payment of the Purchase Pricebe deposited, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all Aggregate Post-Closing Escrow Amount by wire transfer of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable immediately available funds into an account designated by the Seller on or Escrow Agent, which amount shall be held and distributed in accordance with respect to the mortgage loans (other than payments of principal terms hereof and interest due and payable on the mortgage loans on or before the cutPost-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Closing Escrow Agreement.

Purchase Price. The (a) As consideration for the purchase of the Branch Offices, Purchaser shall pay Seller a purchase price equal to the sum of the following (the "Purchase Price"): (i) for an amount equal to eleven percent (11%) (the mortgage loans shall consist of (a) cash in the amount of [___________]% "Deposit ------- Premium"), of the aggregate scheduled principal balance thereof Deposit Liabilities allocated on the ------- records of Seller to the Branch Offices as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cutlast business day preceding the Closing Date (the "Last Close of Business"). ---------------------- (ii) the Fair Market Value of the Real Property; (iii) the Agreed Property Value of Personal Property and Leasehold Improvements; (iv) the Net Book Value of the Loans as of the Last Close of Business; (v) Seller's prorata prepaid portion of real estate taxes and water and sewer charges, if any, determined as of midnight of the Closing Date for each Branch Office; (vi) any security deposit and prepaid portion of lease fees paid by Seller under the Real Property Lease Agreements, determined as of midnight of the Closing Date for each Branch Office; and (vii) less the amount of the Deposit Liabilities as of the Last Close of Business; and (viii) less the aggregate of the pro rata pre-off date)paid rental fees collected by Seller related to the Safe Deposit Contracts. (b) In addition, together with Purchaser shall assume, as of the Effective Time, all of the Seller's rightduties, title obligations and interest in and liabilities of Seller relating to the proceeds Deposit Liabilities transferred as of the Effective Time, excluding any matters associated with such Deposit Liabilities, if any, arising from actions taken or not taken prior to the Effective Time, other than the balances payable as of the Effective Time, and all of the duties, obligations and liabilities of Seller accruing or arising under the Real Property Lease Agreements on or after the Effective Time, but excluding any additional or incremental obligations or liabilities arising from or relating to any breach or violation of such duties, obligations or liabilities. (c) Seller shall, in good faith, (i) prepare a balance sheet (the "Pre-Closing Balance Sheet") in accordance with generally accepted accounting -------------------------- principles consistently applied (except to the extent that this Agreement provides for any item to be accounted for in a manner other than as consistently applied by Seller) as of a date not earlier than ten (10) business days prior to the Effective Time anticipated by the parties (the "Pre-Closing Balance Sheet -------------------------- Date") and a related titleinitial closing statement (the "Initial Closing Statement") ---- ------------------------- reflecting the assets to be sold and assigned hereunder and the liabilities to be transferred and assumed hereunder and (ii) update the appropriate Schedules to this Agreement to reflect changes in the ordinary course of business of the Branch Offices between the date hereof and the Pre-Closing Balance Sheet Date. Such Initial Closing Statement shall be presented to the Purchaser for review not later than five business days prior to the anticipated Effective Time. If the Purchase Price amount to be paid by the Purchaser to the Seller pursuant to Section 2.2(a), hazard or other insurance policies and Primary Mortgage Insurance Certificates. The as reflected on the Initial Closing Statement represents a negative amount, then Seller agrees to pay to Purchaser at the Closing, in immediately available funds by 2:00 P.M. local time by wire transfer, such amount, as reflected on the Initial Closing Statement. If the Purchase Price amount to be paid by the Purchaser to the Seller pursuant to Section 2.2(a), as reflected on the Initial Closing Statement represents a positive amount, then Purchaser agrees to pay to Seller at the Closing, in immediately available funds by 2:00 P.M. local time by wire transfer, such amount, as reflected on the Initial Closing Statement. Amounts paid at Closing pursuant to this Section 2.2(c) shall be subject to subsequent adjustment based on the Post-Closing Balance Sheet and the Final Closing Statement. (d) With respect to Real Property, Fair Market Value shall be the value of each parcel of Real Property listed on Schedule 2.1(a)(i) that is mutually agreed upon by the Seller and Purchaser to be determined within forty-five days of the date of the Agreement. Purchaser and its agents may undertake an inspection of such Real Property and make reasonable requests of information from Seller related to such properties in order to facilitate its determination of such Fair Market Value. In the event the Seller and Purchaser are unable to agree upon the value of any property, the Seller and Purchaser shall each select a qualified licensed appraiser who will in turn select a third licensed appraiser qualified to appraise the properties of the type listed on Schedule 2.1 (a) (i). The third licensed appraiser shall appraise the property or properties that the Seller and Purchaser are unable to agree upon and the appraised amount of such third licensed appraiser shall be deemed the Fair Market Value. (e) The Personal Property and Leasehold Improvements shall be deemed to have a value of Two Hundred Eighty Thousand Dollars ($280,000) (the "Agreed ------ Property Value"), which for all purposes hereof shall be divided equally among --------------- the Branch Offices. With respect to Loans, Net Book Value is the aggregate principal amount of the Loans, plus accrued and unpaid interest, reduced by any write-downs of loan principal previously taken on such Loans, but such value shall not include any loan loss reserves or general reserves. (i) Seller and Purchaser agree to allocate the consideration under this Agreement in such a manner as reasonably determined by Purchaser in accordance with the rules under Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), subject to Seller's consent (which consent shall not be unreasonably withheld). (ii) Within ninety (90) days following the Closing, Purchaser shall deliver to CMSI all documentsSeller a statement setting forth an allocation of the Purchase Price (the "Allocation"). Seller shall have a period of thirty (30) days ---------- following receipt of the Allocation in which to review the Allocation and raise any objections that Seller may have. Unless Seller timely objects, instruments the Allocation shall become binding on the parties without further adjustment. (iii) If Seller timely objects to Purchaser's proposed Allocation, Seller and agreements Purchaser shall use their best efforts to resolve the disagreement during the ten-day period following Seller's notice of objection. If the disagreement is not resolved during such ten-day period, the dispute shall be referred to a Dispute Resolver, which shall be asked (A) to determine whether it was unreasonable for Seller to withhold its consent to the Allocation proposed by Purchaser and (B) if the Dispute Resolver determines that it was not unreasonable for Seller to withhold such consent, to specify those modifications required to be delivered made so that Purchaser's proposed Allocation would be in accordance with the rules under Section 1060 of the Code. The Allocation proposed by CMSI Purchaser, as modified by negotiation between Seller and Purchaser and by any modifications implemented pursuant to the Trustee immediately preceding sentence, shall be deemed to be the "Final Allocation". All determinations under ---------------- this Section 2.2(f)(iii) made by a Dispute Resolver shall be binding upon Purchaser and Seller. Purchaser and Seller shall share equally in the Pooling Agreement cost of any Dispute Resolver. (iv) Purchaser shall prepare Form 8594 in a manner that reflects the Final Allocation. Seller and Purchaser shall each file such Form 8594 when due. (v) To the extent consistent with applicable law, Seller and Purchaser shall not file any Tax return or other documentsdocuments or otherwise take any position with respect to Taxes that is inconsistent with the Final Allocation; provided, instruments and agreements as CMSI however, that neither Seller nor Purchaser shall reasonably request. CMSI hereby directs the Seller be obligated to execute and deliver ------------------ litigate any challenge by a governmental authority to the Trustee assignments Final Allocation. (vi) Seller and Purchaser shall promptly inform one another of the Mortgages any challenge by any governmental authority to any allocation made pursuant to this Section 2.2(f) and agree to consult with and keep one another informed with respect to the Trustee (state of, and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto discussion, proposal or to the Pooling Agreementsubmission with respect to, such challenge.

Purchase Price. The Subject to the mechanics for closing and as otherwise amended or reduced by the terms hereof, described in Article 6 below and the prorations and adjustments described in Article 7 below, the purchase price (the "“Purchase Price"”) for the mortgage loans Property shall consist be an aggregate ONE HUNDRED TWENTY-THREE MILLION EIGHT HUNDRED NINETY-TWO THOUSAND DOLLARS ($123,892,000), the allocated portion of which shall be paid by Purchaser to Seller by federal funds wire transfer on or prior to 2:00 P.M. (Florida time) on the Closing Date or the Villa Tuscany Closing Date as applicable. If all conditions to Purchaser’s obligation to close have been satisfied, but Seller does not receive the net sales proceeds credited to its account by 3:00 P.M. (Florida time) on the Closing Date or the Villa Tuscany Closing Date, as applicable, then prorations and adjustments will made as of 11:59 P.M. (Florida time) on the Closing Date and the Villa Tuscany Closing Date, as applicable. The Purchase Price shall, for purposes of title insurance, brokerage, documentary stamp tax, transfer tax and other closing matters, be allocated among the Apartment Complexes and the Shopping Center as follows: (a) cash in Vista Grande, $45,000,000 (the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, “Vista Grande Purchase Price”); (b) Deerwood Village, $32,892,000 (the class IA-IO and IIA-IO certificates, “Deerwood Village Purchase Price”); (c) Midway M▇▇▇▇, $6,000,000 (the class LR certificates “Midway M▇▇▇▇ Purchase Price”); and (d) Villa Tuscany, $40,000,000 (the class PR certificates“Villa Tuscany Purchase Price”). Such cash Purchaser shall be payable by CMSI to receive a credit against the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price payable for the Villa Tuscany Apartment Complex and/or the Deerwood Village Apartment Complex and/or the Vista Grande Apartment Complex, as such repayment applicable, equal to (i) the Underwriter. Upon payment principal balance of the Purchase PriceExisting Loans assumed by Purchaser on the applicable Closing Date, or (ii) the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all principal balance of the Seller's rightExisting Loans repaid by Purchaser, title and interest in and plus any default interest, late charges or other costs or amounts paid by Purchaser to cure any defaults existing under the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted Existing Loans immediately prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementprepayment thereof.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in The aggregate purchase price for the Shares (the “Purchase Price”) will be an amount equal to: (i) $70,000,000; plus (ii) the amount, if any, by which the Working Capital exceeds $10,800,000 (the “Target Working Capital”); minus (iii) the amount, if any, by which the Working Capital is less than the Target Working Capital; minus (iv) the amount of [___________]% any Transaction Payments; minus (v) the amount of the aggregate scheduled principal Closing Date Debt Payoff Amount (if there is any Closing Date Debt). (b) No later than three Business Days prior to the Closing Date, the Sellers’ Representative will deliver to the Buyer a statement prepared in good faith, together with any related documentation requested by the Buyer, written estimates of (i) the balance thereof sheet of the Companies as of the cut-off date, plus accrued interest thereon at Closing Date on a consolidated basis (the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date“Closing Balance Sheet”), (bii) any Transaction Payments, and (iii) any Closing Date Debt and any Closing Date Debt Payoff Amount. The estimated cash purchase price for the Shares (the “Estimated Purchase Price”) will be an amount equal to: (i) $70,000,000; minus (ii) the class IA-IO and IIA-IO certificates, estimated amount of any Transaction Payments; minus (iii) any estimated Closing Date Debt Payoff Amount. (c) At the class LR Closing, subject to the terms and conditions of this Agreement: (i) each Seller shall transfer its Shares to the Buyer by delivering to the Buyer the certificates therefor, with all necessary endorsements and assurances in order to permit immediate registration of the transfer thereof on the books of the Parent, free and clear of any Encumbrances (dother than restrictions on transfer imposed by applicable securities Law), accompanied by duly executed stock powers, in form and substance reasonably satisfactory to the Buyer, and (ii) against receipt of the class PR certificates. Such cash Shares, the Buyer shall pay the Estimated Purchase Price as follows: (A) $3,500,000 of the Estimated Purchase Price (together with any interest accrued thereon, the “Escrow Funds”) shall be payable by CMSI remitted to the Seller on the closing date in same-day fundsEscrow Agent, to be held and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI disbursed by the Underwriter it pursuant to the Underwriting terms of this Agreement and the Escrow Agreement, and (B) the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount balance of the Estimated Purchase Price as such repayment shall be paid to the Underwriter. Upon payment Sellers by wire transfer of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey immediately available funds to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable a bank account that is designated by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted Sellers’ Representative at least two Business Days prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementClosing Date.

Purchase Price. The purchase price In consideration of the sale, transfer, assignment and delivery to the Buyer of the Purchased Shares as provided in Section 2 hereof, Buyer hereby agrees to pay the aggregate sum of $4,400,000 as adjusted herein below (the "“Initial Purchase Price"”). The Initial Purchase Price to be paid by Buyer to Seller shall be adjusted as of the Closing Date to reflect changes from the Financial Statements of the Corporation and Subsidiaries on a consolidated basis (the “Consolidated Financial Statements”) for as of March 31, 2004 as compared to the mortgage loans shall consist Consolidated Financial Statements as of June 30, 2004 as follows: (a) cash Any change in fixed assets, net of depreciation, (excluding any change resulting from the distribution of Dart Realty, Inc. to Seller) with any decrease resulting in a reduction of the Initial Purchase Price and any increase resulting in an increase of the Initial Purchase Price; (b) Any change in cash; with any decrease resulting in a reduction of the Initial Purchase Price and any increase resulting in an increase of the Initial Purchase Price; (c) Any change in Trade Accounts Receivable of under sixty-one days as set forth in the amount of [___________]% most current aging reports; with any decrease resulting in a reduction of the aggregate scheduled principal Initial Purchase Price and any increase resulting in an increase of the Initial Purchase Price; (d) Any change in Trade Accounts Payable, with any increase resulting in a reduction of the Initial Purchase Price and any decrease resulting in an increase of the Initial Purchase Price. For purposes of the Initial Purchase Price adjustments described in this Section 2.3, only changes to the following intercompany accounts payable and accounts receivable shall be relevant: (i) the intercompany payable identified as Intercompany Payable/AP Account Number 2100 for Dart Trucking Company, Inc. and Dart Services, Inc. (but not DartAmericA, Inc. or TRB National Systems, Inc.), reflecting a balance thereof of $259,792.57 on the Consolidated Financial Statements as of March 31, 2004; (ii) the intercompany payable identified as Intercompany Payable/AWMS Account Number 2125 reflecting a balance of $107,673.43 on the Consolidated Financial Statements as of March 31, 2004; and (iii) the intercompany receivable identified as Intercompany Receivable/AR Account Number 1200 reflecting a balance of $322,826.69 on the Consolidated Financial Statements as of March 31, 2004. All other intercompany payables and intercompany receivables indicated on the Consolidated Financial Statements as of March 31, 2004 shall be void and unenforceable as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificatesClosing Date. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the The Initial Purchase Price as such repayment to adjusted herein above is hereinafter the Underwriter. Upon payment of the “Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement”.

Purchase Price. The Buyer will pay to Seller at the Closing (except with respect to the Adjustment Amount, which will be paid at such time as set forth in paragraph (g)) an aggregate purchase price (the "Purchase Price") for the mortgage loans shall consist of consisting of: (a) cash in the amount of [___________]% assumption of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, Assumed Liabilities by Buyer; (b) $25,000 in cash, as adjusted by the class IA-IO and IIA-IO certificates, Adjustment Amount; (c) an amount of shares of Parent Common Stock equal in value to $2,275,000, valued on the class LR certificates and Closing Date at the lesser of a 50-day trailing average or $1.75 per share; provided, however, that the assigned value shall not be more than $0.30 per share below the market price on the business day immediately prior to the Closing Date (the "NTN Shares"); provided, that the Seller agrees that Buyer may deliver the certificate evidencing such NTN Shares as soon as commercially practicable after the Closing; and (d) the class PR certificatesamount of $157,260.45 to ▇▇▇▇▇▇ ▇. Such cash shall be payable by CMSI ▇▇▇▇▇, ▇▇. and $70,000.68 to ▇▇▇▇ ▇. ▇▇▇▇, ▇▇, in respect of full satisfaction of obligations outstanding, including all principal and interest, under the Seller Notes. (e) In the event that on the closing date in same-day fundsClosing Date, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI Assumed Liabilities as determined by the Underwriter pursuant to Closing Date Balance Sheet are different than the Underwriting AgreementAssumed Liabilities as determined by the Preliminary Balance Sheet, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Pricewill be adjusted, the Seller shall transferon a dollar for dollar basis, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to difference such that if the mortgage loans Assumed Liabilities as determined by the Closing Date Balance Sheet exceeds the Assumed Liabilities as determined by the Preliminary Balance Sheet the cash payment set forth in Section 1.2(b) will be decreased by such amount and that if the Assumed Liabilities as determined by the Closing Date Balance Sheet is less than the Assumed Liabilities as determined by the Preliminary Balance Sheet the cash payment set forth in Section 1.2(b) shall be increased by such amount (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date"Adjustment Amount"), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.

Purchase Price. The In consideration of the sale and purchase price (of the "Assets as set forth herein, Buyer shall pay to Seller $2,520,000 subject to an adjustment equal to the number of Qualified Subscribers as of the Closing Date, multiplied by$1,400. Such amount, adjusted as provided in Section 3.2 is referred to in this Agreement as the “Purchase Price") for ”. The Purchase Price shall be paid in the mortgage loans shall consist of following manner: (a) cash Buyer shall pay to Seller the Purchase Price in common stock of the Buyer on the Closing Date, with a price per share to be calculated in the amount of [___________]% following manner: (i) The price per share of the aggregate scheduled principal balance thereof as common stock (the “VWAP Determination Price”) of the cut-off dateBuyer shall be the greater of (i) the volume weighted average price (“VWAP”) for thirty calendar days, plus accrued interest thereon ending with the day prior to any public announcement of the Transaction and (ii) the closing price per share on the day prior to Closing, provided however, that the VWAP Determination Price shall be then increased by fifteen percent (15%) to arrive at the rate of 6.00% “Final Purchase Price Per Share”; and (ii) Notwithstanding any provision to the contrary, the Final Purchase Price per annum on the mortgage loans in pool I and 5.50% Share shall not exceed $1.75 per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, share. (b) Buyer and Seller shall determine the class IA-IO and IIA-IO certificatesPurchase Price, including those Purchase Price Adjustments arising under Sections 3.2 (c) the class LR certificates and (d) the class PR certificates. Such cash and all proration adjustments pursuant to this Agreement, which estimate shall be payable provided by CMSI Seller to Buyer for Buyer’s review and approval no later than two business days prior to the Closing Date. On the Closing Date, Buyer shall pay to Seller on ninety-percent (90%) of the closing date in same-day fundsPurchase Price. No later than two weeks after the Closing Date, Buyer and Seller shall make any additional net adjustment by payment of one to the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests other to effect a final adjustment in the lowerPurchase Price, which shall include a true-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount up of the Purchase Price as such repayment to determination based upon the Underwriter. Upon payment actual number of Qualified Subscribers and finalization of the Purchase Price, the Seller shall transfer, assign, set over Price Adjustments as described in Sections 3.2 (a) and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off dateb), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.

Purchase Price. The purchase price Buyer and Seller agree that the Purchase Price shall be $41 million (the "Purchase Price") for the mortgage loans ), and shall consist of be payable to Seller in two payments as described below: (a) cash Prior to Close of Escrow, Buyer shall deposit the Purchase Price (less the Deposit) in Escrow. Upon Close of Escrow, Escrow Agent shall place the sum of $39 million (the "Initial Payment") into an interest- earning escrow account to be selected by the Parties, which sum shall be held and disbursed as provided in Section 13 (d). If Close of Escrow fails to occur on or before January 1, 2001, and Seller has satisfied all conditions of closing as set forth in Section 7 of this Agreement, the Initial Payment shall be increased by the amount of [___________]% interest earned on such sum by Buyer in the Pooled Surplus Investment Fund of the aggregate scheduled principal balance thereof as County of Los Angeles from January 1, 2001, until Close of Escrow. (b) Upon Close of Escrow, the Escrow Agent shall place the sum of $2 million into a separate escrow account to be selected by the Parties and to be invested at the direction of Seller from a list of approved investments supplied by Buyer, and held and disbursed in accordance with Section 3(c) (the "Final Payment"). (c) The Final Payment shall be held in the escrow account and paid to Seller only in the event that the County of Los Angeles issues to Buyer a Conditional Use Permit for the ▇▇▇▇▇▇ Hills Landfill ("CUP") that authorizes continued landfill operations after November 3, 2003, until the remaining capacity of the cut-off date▇▇▇▇▇▇ Hills Landfill has been fully utilized at a permitted weekly waste acceptance rate of at least 72,000 tons representing an operating life of approximately ten years, or such lesser amount as otherwise approved by Buyer's Board of Directors at the time that a final environmental impact report for the continued operation of the ▇▇▇▇▇▇ Hills Landfill is approved and certified ("the Specified Operations"). Buyer, at its expense, shall undertake all reasonable efforts to promptly and diligently pursue obtaining a CUP providing for the Specified Operations and all reasonable efforts to defend against legal or administrative challenge to the CUP and related environmental and use approvals. In the event the County of Los Angeles issues a CUP that provides for the Specified Operations, the Final Payment plus accrued interest thereon shall be paid to Seller at the rate time the CUP becomes final. For the purposes of 6.00% per annum on this section, the mortgage loans in pool I CUP shall become final upon the expiration of any appeal periods without the filing of an appeal or the conclusion, by final judgment, dismissal, settlement, or otherwise, of any and 5.50% per annum on all legal proceedings, including any appeals, by writ or otherwise, involving the mortgage loans in pool IICUP or compliance with CEQA, from so that the CUP for the ▇▇▇▇▇▇ Hills Landfill is no longer subject to legal challenge. In the event that the County issues two conditional use permits with terms that cumulatively and including continuously provide for the cut-off date to but excluding Specified Operations, the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash Final Payment plus accrued interest shall be payable by CMSI paid to Seller at the Seller on time the closing date in same-day funds, and later permit that provides for such operations becomes final. In the Seller will receive on event that the closing date: (a) County of Los Angeles does not issue a CUP for the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion continued operation of the price paid to CMSI by ▇▇▇▇▇▇ Hills Landfill, or issues a CUP that does not provide for the Underwriter pursuant to Specified Operations, then the Underwriting Agreement, the Seller Final Payment plus accrued interest shall simultaneously and in the same manner repay to CMSI a proportionate amount not be part of the Purchase Price as and such repayment amount will be released from the escrow account to Buyer. In the Underwriter. Upon payment event that a CUP is issued with waste acceptance rates that have been reduced for the primary purpose of causing Seller not to receive the Purchase PriceFinal Payment, the Seller shall transfer, assign, set over and otherwise convey nonetheless be entitled to CMSI without recourse all of receive the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementFinal Payment.

Purchase Price. The purchase price 3.1 Subject to Clause 3.5, the aggregate consideration payable by the Buyer for the Shares (the "“Purchase Price"”) for the mortgage loans shall consist of be equal to: (a) an amount in cash in equal to the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, Estimated Purchase Price; plus (b) the class IA-IO and IIA-IO certificates, an amount in cash equal to any Deferred Video Games Tax Relief Consideration; plus (c) if the class LR certificates and Net Adjustment Amount is positive, an amount equal to the Net Adjustment Amount; minus (d) if the class PR certificates. Such cash shall be payable by CMSI Net Adjustment Amount is negative, an amount equal to the Seller on absolute value of the closing date in same-day funds, and the Seller will receive on the closing date: Net Adjustment Amount; minus (ae) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay Closing Transaction Expenses. 3.2 At least five Business Days prior to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting AgreementClosing Date, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Priceprepare, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required cause to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documentsprepared, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments Buyer a statement (the “Preliminary Closing Statement”) setting forth a good-faith estimate of (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Indebtedness (the “Estimated Indebtedness”), (iii) Cash (the “Estimated Cash”) and (iv) Video Games Tax Relief Consideration (the “Estimated Video Games Tax Relief”), each determined as of 11:59 p.m. on the day immediately preceding the Closing Date (and without giving effect to the Proposed Transaction) (the “Effective Time”), based on the Seller’s books and records and other information available at the Closing, and calculated on a basis consistent with Exhibit A of Schedule 6 (Applicable Accounting Principles) and the accounting principles, practices, assumptions, conventions and policies referred to therein (the “Applicable Accounting Principles”). An illustrative example of a Preliminary Closing Statement and calculation of Net Working Capital, Indebtedness, Cash and Video Games Tax Relief Consideration is set forth as Exhibit B of Schedule 6 (Sample Statement) (the “Sample Statement”). The Preliminary Closing Statement shall be prepared substantially in the format of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementSample Statement.

Purchase Price. The aggregate purchase price for the Purchased Assets shall be (i) $275,000,000 in cash (the "Cash Purchase Price") for plus (ii) the mortgage loans Assumed Liabilities, as adjusted below, plus (iii) the amount, if any, by which the Closing Date Accruals are less than $4,000,000. On the Closing Date, Seller shall consist deliver to Purchaser a statement of the Inventory of the Business (athe "Closing Inventory Statement") cash as of one (1) business day prior to the Closing Date. The Closing Inventory Statement shall be prepared in accordance with generally accepted accounting principles in a manner consistent with that used in determining the Interim Inventory Amount (as defined herein). The quantities of Inventory used to determine the Inventory amount to be included in the amount Closing Inventory Statement will be based on the results of [___________]% a physical inventory of the aggregate scheduled principal balance thereof as of Business to be taken one (1) business day prior to the cut-off date, plus accrued interest thereon at Closing Date in accordance with generally accepted accounting principles consistently applied. The physical inventory will be taken by Seller and/or Seller's representatives and may be observed by Purchaser and/or Purchaser's representatives. If the rate of 6.00% per annum Inventory amount on the mortgage loans in pool I and 5.50% per annum on Closing Inventory Statement (the mortgage loans in pool II"Closing Inventory Amount") is greater than $17,555,000 (the "Interim Inventory Amount"), from and including then the cut-off date to but excluding Cash Purchase Price will be increased by the closing dateamount the Closing Inventory Amount exceeds the Interim Inventory Amount. If the Closing Inventory Amount is less than the Interim Inventory Amount, (b) then the class IA-IO and IIA-IO certificatesCash Purchase Price will be decreased by the amount the Interim Inventory Amount exceeds the Closing Inventory Amount. For the avoidance of doubt, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day fundsInterim Inventory Amount does not, and the Seller Closing Inventory Amount will receive on the closing date: (a) the class IA-IO not, include any Excluded Assets. From and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion after completion of the price paid physical inventory referred to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously above and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date)Closing, together with all of the Seller's right, title and interest in and Seller will not ship any Inventory unless appropriate adjustments are made to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementClosing Inventory Amount.

Purchase Price. The In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in this Agreement, the Depositor shall, on each Sale Date, pay and deliver to Ditech, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Ditech, as receivables seller, and the Depositor, a purchase price (the "“Purchase Price"”) for the mortgage loans shall consist of equal to (ai) cash in the amount case of [___________]% one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the aggregate scheduled principal balance thereof as fair market values of the cut-off datesuch Receivables on such Sale Date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans payable in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay extent of funds available to the Underwriter any portion of Depositor. To the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of extent that the Purchase Price as such repayment to of the Underwriter. Upon payment Additional Receivables is greater than the cash portion of the Purchase Price, then the Seller Depositor shall transfer(i) first, assignpay such portion of the Purchase Price in the form of a borrowing under the Subordinated Note in the form attached hereto as Exhibit A; provided however, set over that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (and otherwise convey immediately after) each borrowing thereunder, both before and after the sale transaction (1) the Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to CMSI without recourse satisfy all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans its current obligations (other than payments its obligations under the Subordinated Note and the obligation to pay the Purchase Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (4) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Ditech in an amount equal to the remaining unpaid portion of principal and interest due and payable the Purchase Price. Ditech is hereby authorized by the Depositor to endorse on the mortgage loans on or before schedule attached to the cut-off Subordinated Note an appropriate notation evidencing the date and prepayments amount of principal on each advance thereunder, as well as the mortgage loans received or posted prior date of each payment with respect thereto, provided that the failure to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and make such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements notation shall not affect the rights any obligation of the parties hereto or Depositor thereunder. Ditech shall record in its books and records all increases in and payments in reduction of the outstanding principal amount of the Subordinated Note. The Depositor shall not have any obligation to pay to Ditech a cash Purchase Price in connection with any Delinquency Advance arising in connection with a Credited Advance Funding unless Ditech pays to the Pooling AgreementDepositor or its assigns the Advance Reimbursement Amounts for the Delinquency Advances deemed to have been reimbursed in connection with such Credited Advance Funding. Ditech shall contribute any such Delinquency Advances for which there is no Cash Purchase Price paid to the Depositor.

Purchase Price. The On the Closing Date, the Buyer consummated the Transaction pursuant to the terms of the Purchase Agreement, providing a purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be $1 payable by CMSI to the Seller for the Purchased Interests, subject to adjustments, including for cash, working capital and other customary items (the “Purchase Price Adjustment”), as set forth in the Purchase Agreement. Based on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount Seller’s estimates of the Purchase Price as such repayment Adjustment components, including an estimated $43.4 million of cash and cash equivalents (for purposes of funding the international operations of the Wireline Business), the Purchase Price Adjustment resulted in the Buyer making a payment to the UnderwriterSeller of approximately $61.1 million on the Closing Date (such amount, the “Estimated Purchase Price”). Upon payment Pursuant to the terms of the Purchase PriceAgreement, the Seller shall transfer, assign, set over and otherwise convey Estimated Purchase Price is subject to CMSI without recourse all adjustment following the Closing Date upon final determination of the Seller's rightvarious components of the Purchase Price Adjustment. Although the Purchase Price Adjustment process remains ongoing as of the date hereof, title and interest the Company currently expects that, upon final determination of the Purchase Price Adjustment components in and accordance with the terms of the Purchase Agreement, the Buyer will be required to make an additional payment of approximately $3.5 million to the mortgage loansSeller, including all interest and principal received or receivable by which payment the Seller on or with respect Company currently expects will be paid within 180 days from the Closing Date. In addition to the mortgage loans (other than payments of principal and interest due and payable on Purchase Price Adjustment payment, the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Purchase Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs also requires the Seller to execute and deliver reimburse the Buyer 50% of any short-term operating lease liabilities assumed by the Buyer. The Company currently expects a payment of $57.1 million to be due from the Seller to the Trustee assignments Buyer in respect of the Mortgages acquired short-term lease obligations. Pursuant to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights terms of the parties hereto or Purchase Agreement, this amount would be paid from the Seller to the Pooling AgreementBuyer in four equal payments in months 55 to 58 following the Closing Date. This amount will be recorded at its present value, which the Company currently estimates would result in a discount of $17.0 million. The interest rate used in determining the present value was derived considering rates on similar issued debt instruments with comparable durations, among other market factors. The determination of the discount rate requires judgment.

Purchase Price. The purchase price (a) In payment for the Assets, Purchaser shall, and Oak Tree shall cause Purchaser to, pay to Seller the sum (the "Purchase Price") of (A) an amount (the "Purchase Price for EBITDA") equal to the mortgage loans product of (x) 5 times (y) Adjusted EBITDA for 1998, plus (B) an amount equal to the amount of the Receivables actually collected and remitted to Purchaser from time to time (the "Purchase Price for Receivables"). (b) The Purchase Price for EBITDA shall consist be payable and subject to adjustment as follows: (i) 60% of the Purchase Price for EBITDA shall be payable by the Purchaser to the Seller at Closing by wire transfer of immediately available funds to a deposit account with a bank designated by Seller giving notice thereof to Purchaser and Oak Tree at least one business day prior to the Closing Date (the "Cash Purchase Price"). (ii) The remaining portion of the Purchase Price for EBITDA (net of the Cash Purchase Price determined and paid in accordance with above item (i)) shall be payable in shares of Oak Tree Common Stock (the "Stock Purchase Price") equal to the remainder, if any, of (A) the product of (x) 5 times (y) Average EBITDA, minus (B) the Cash Purchase Price. Within 15 days of final determination of Average EBITDA, Oak Tree shall direct its transfer agent to deliver to Seller a number of shares (the "Stock Purchase Price Shares") of Oak Tree Common Stock, rounded up to the nearest whole share and bearing the appropriate "restricted stock legend" equal to (x) the Stock Purchase Price, divided by (y) the lesser of the average of the Closing Prices of the Oak Tree Common Stock on each of the five trading days prior to the day on which the obligation to deliver the Stock Purchase Price Shares occurs or the Specified Adjusted Price (as further adjusted for stock splits, stock dividends and similar recapitalizations after the date of this Agreement affecting all of the outstanding shares of Oak Tree Common Stock). In the event the calculation set forth in the first sentence of this Section 3.1(b)(ii) results in a negative number (the "Negative Result"), then (a) cash the Seller shall not be entitled to receive any Stock Purchase Price Shares, and (b) the Negative Result shall be setoff against the principal amount of the Receivables Note. (iii) The Stock Purchase Price shall be determined by the Purchaser by a date no later than 60 days after the end of the Earnout Period. Upon determination of such amount, Purchaser shall provide Seller with a written report setting forth the Stock Purchase Price and the calculations of such amount (the "Report"). Seller shall have 15 days after receipt of the Report to challenge the Report by issuing a written objection to Purchaser (the "Dispute Report"). If no Dispute Report is provided within such 15-day period, the Report shall become final and shall not be subject to further review by the parties. If a Dispute Report is submitted within such 15-day period, and the Purchaser and Seller are unable to resolve the Seller's objection within 30 days of the receipt of the Dispute Report, the dispute shall be submitted to a recognized firm of independent certified public accountants experienced in auditing health care companies (other than accountants for Purchaser and Seller) selected jointly by the Purchaser and Seller or, if the Purchaser and Seller cannot agree on an accountant, such accountant as selected by the accountants of the Purchaser and Seller (the "Settlement Accountants"). Within five (5) business days after selection of the Settlement Accountants, the parties shall submit documents supporting their respective positions to the Settlement Accountants and the Settlement Accountants shall issue a final report resolving the dispute within 30 days thereafter, which final report shall be final and binding on the Seller, Oak Tree and the Purchaser. The costs and expenses of the services of the Settlement Accountants shall be paid by the party whose calculation of the Stock Purchase Price when compared to the Settlement Accountants' calculation of such amount results in the greatest difference. (c) The Purchase Price for Receivables shall be payable by delivery to Seller at the Closing of a promissory note executed by Oak Tree and Purchaser in the form attached hereto as Exhibit F (the "Receivables Note"), which Receivables Note shall be secured by a first priority security interest and lien on the Receivables and the accounts receivable of the Purchaser arising or created after the Closing, and the proceeds thereof, pursuant to a Security Agreement in the form attached hereto as Exhibit G. The principal amount of [___________]% the Receivables Note shall be equal to the total amount of the aggregate scheduled Receivables actually collected by Purchaser from time to time, which principal balance thereof as of the cut-off dateamount, plus together with accrued interest thereon at the annual rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II7%, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable in annual installments commencing on the second-year anniversary of the Closing Date (or on the first-year anniversary date, at the option of Oak Tree) until the principal amount of the Receivables Note, with interest, is fully paid, which principal amount (and the respective payment due under the Receivables Note) shall be subject to adjustment by CMSI the amount of the Negative Result. On each anniversary date that a payment is due under the Receivables Note, the principal amount of Receivables actually collected by Purchaser since the date of the last annual payment, with accrued interest, shall, at the election of the Purchaser, be payable by Purchaser in cash or by issuance by Oak Tree to the Seller holder of the Receivables Note of Oak Tree's 7.00% Series A Convertible Payment-in-Kind Preferred Stock (the "Series A Preferred Stock"). The principal amount of the Receivables Note shall be reduced by the amount of the Negative Result, if any, and principal payments due under the Receivables Note shall be reduced, in the aggregate, by the amount of the Negative Result. The number of shares of Series A Preferred Stock issuable in lieu of a cash payment of principal and accrued interest on the closing date in same-day fundsReceivables Note, and rounded up to the Seller will receive on nearest whole share, shall be equal to the closing date: quotient of (a) the class IA-IO and IIA-IO certificates amount of the cash payment required to be made, and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion average of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount Closing Prices of the Purchase Price as such repayment to the Underwriter. Upon payment Oak Tree Common Stock on each of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted five trading days prior to the close date on which the obligation to deliver the shares under the Receivables Note occurs (the "Receivables Shares Price"). The Series A Preferred Stock, which will bear the appropriate "restricted stock legend," shall be convertible into shares of business Oak Tree Common Stock on a one-for-one basis and, upon such conversion, are hereinafter referred to as the "Receivables Shares." The Series A Preferred Stock shall have the rights, preferences and limitations set forth in the certificate of designation attached to the Receivables Note and forming a part thereof, until the full principal amount and accrued interest on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable formReceivables Note has been fully paid. Such assignments certificate of designation shall be filed by Oak Tree with the Secretary of State of Delaware and endorsements shall not affect become effective simultaneously with the rights of the parties hereto or to the Pooling AgreementClosing.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans Purchased Assets to be purchased by AmSurg shall consist be $4,628,335, which the parties agree is the Total Initial Purchase Price shown on Exhibit B. The General Partner and AmSurg acknowledge that the Initial Purchase Price has been reduced by $123,016 (the "Purchase Price Differential") to take into account the potential affect of the rule proposed in June 1998 by the Health Care Financing Administration (a"HCFA") cash providing in part for a change in the amount payment methodology and payment rates utilized by HCFA to reimburse ambulatory surgery centers as it may be adopted or amended (the "Proposed Rule"). During the six years following the Closing, commencing July 1, 2000, and at the end of [___________]% each six-month period thereafter, if a final version of the aggregate scheduled principal balance thereof Proposed Rule has not been adopted during such period, then AmSurg will pay as additional consideration ("Additional Purchase Price") an amount in cash equal to one-twelfth of the cut-off datePurchase Price Differential, plus accrued together with interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI equal to the Seller prime rate as published from time to time by SunTrust Bank in Nashville, Tennessee, accruing from the Closing Date. In the event that a final version of the Proposed Rule is adopted during the six years following the Closing, the Purchase Price will be recalculated and adjusted utilizing the formula set forth on Exhibits B and substituting the closing date in same-day funds, and final Medicare reimbursement rates for the Seller will receive on proposed Medicare reimbursement rates (the closing date: "Adjusted Purchase Price"). If the Adjusted Purchase Price exceeds the sum of (a) the class IA-IO and IIA-IO certificates Total Initial Purchase Price shown on Exhibit B and (b) any Additional Purchase Price previously paid by AmSurg, AmSurg will pay in cash such amount as additional consideration within sixty days after such determination. In no event will the class LR and class PR certificates evidencing purchase price recalculation cause (x) the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay General Partner to the Underwriter return any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment previously paid the General Partner by AmSurg or (y) the aggregate consideration paid by AmSurg to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementexceed $4,751,351.

Purchase Price. The purchase price In consideration for the Purchased Assets, Purchaser shall pay to Seller TWELVE MILLION THREE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS (the "Purchase Price"$12,350,000.00) for the mortgage loans Purchased Assets, subject to adjustment as hereinafter provided (collectively, the “Purchase Price”). The Purchase Price shall consist be paid to Seller by (i) Purchaser’s assumption of the Assumed Debt in an approximate amount of $5,000,000, and (aii) the balance, less the Holdback (hereinafter defined), in cash in by wire transfer to Seller for receipt on the Closing Date, to the U.S. domestic banking account of Seller as Seller may direct. The Purchase Price shall be increased by the amount of [___________]% unopened and boxed, usable and saleable food and paper inventory and cash on hand and transferred to Purchaser on the Effective Date, in accordance with Section 6 below, and any such adjustments along with rents and other items shall adjust and be paid by wire transfer along with the cash balance of the aggregate scheduled Purchase Price. The “Holdback” shall be a portion of the Purchase Price equal to $500,000 and will be available for offset against indemnification and other obligations of Seller under this Agreement as follows: (i) $250,000 shall be held by Purchaser until the six (6) month anniversary of the Closing Date, whereupon any amount not so claimed against said principal of $250,000 shall be paid to the account of Seller by wire transfer as set forth above and (ii) the balance of the Holdback shall be held by Purchaser until the first (1st) anniversary of the Closing Date, whereupon any amount not so claimed against said balance shall be paid to the account of Seller by wire transfer as set forth above. The principal balance thereof as of the cut-off date, plus accrued Holdback which is outstanding and not applied to any claim as set forth above shall bear simple interest thereon at the rate of 6.00% four percent (4%) per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including after the cut-off date to but excluding the closing date, (b) the class IA-IO Closing Date and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable paid in full by CMSI to Purchaser on said first anniversary date along with the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion balance of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementHoldback.

Purchase Price. 3.1 The Parties hereby agree that the Preliminary Closing Purchase Price pursuant to Section 11.5 of the SPA shall be an amount of EUR 4,893,659.13 (in words: Euro four million eight hundred ninety-three thousand six hundred fifty-nine 13/100). 3.2 It is acknowledged by Sellers that Purchaser 1, on 27 December 2023, effected a prepayment on the Preliminary Closing Purchase Price in an amount of EUR 1,393,659.13 (in words: one-million-three-hundred-ninety-three-thousand-six-hundred-fifty-nine 13/100) (the “Preliminary Closing Purchase Price Prepayment”). As a consequence of the Preliminary Closing Purchase Price Prepayment and non-refund thereof by Seller 1 to Purchaser 1, the Parties hereby agree to adjust the Preliminary Closing Purchase Price by an amount of EUR 93,659.13 (in words: Euro ninety-three-thousand-six-hundred-fifty-nine 13/100) (the “Preliminary Closing Purchase Price Adjustment”) resulting in an adjusted Preliminary Closing Purchase Price of EUR 4,800,000.00 (four-million-eight-hundred-thousand 00/100) (the “Adjusted Preliminary Closing Purchase Price”). For the avoidance of doubt, the Preliminary Closing Purchase Price Adjustment must not be reflected and is, therefore, to be disregarded for the calculation and determination of the Final Closing Purchase Price. 3.3 Based on the Adjusted Preliminary Closing Purchase Price and following crediting of the Preliminary Closing Purchase Price Prepayment, it is agreed between the Parties that the remaining balance of the Adjusted Preliminary Closing Purchase Price payable by Purchasers to Sellers at Closing, to comply with their obligation to pay the Adjusted Preliminary Closing Purchase Price, is conforming to an overall amount of EUR 3,406,340.87 (in words: Euro three-million-four-hundred-six-thousand-three-hundred-forty 87/100). 3.4 The Parties hereby agree that in addition to the Closing Purchase Price, the 2nd Purchase Price, the 3rd Purchase Price and the Option Purchase Price, a fixed amount of EUR 5,000,000 (in words: Euro five million) (“Additional Purchase Price”) shall be paid by Purchasers to Sellers as an additional purchase price which shall be due (fällig) and payable (zahlbar) at the "Purchase Price") for the mortgage loans shall consist later of (ai) cash the [***] Completion Date and (ii) 30 March 2026. The Additional Purchase Price shall be allocated to Sellers as follows: (i) 95% (in words: ninety-five percent) thereof shall be allocated to Seller 1 and (ii) 5% (in words: five percent) thereof shall be allocated to Seller 2. 3.5 The Parties hereby agree that in the amount event that the Purchase Price Adjustment Amount is in favor of [___________]% Sellers, in deviation of Section 11.7.2(c) of the aggregate scheduled principal balance thereof as of the cut-off dateSPA, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any a portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment Adjustment Amount equaling an amount of up to EUR 1,630,000 (in words: Euro one million six hundred thirty thousand) shall not become due (fällig) and payable (zahlbar) within ten (10) Business Days after the Underwriter. Upon payment Effective Date Statement becoming binding on Sellers and Purchasers in accordance with Section 12 of the Purchase PriceSPA, but be deferred and become due (fällig) and payable (zahlbar) on 31 March 2025. 3.6 The Parties hereby acknowledge and agree that the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all defined term “Cash” (as defined in Section 11.4.1 of the Seller's rightSPA) shall include not only any SFY Loss Compensation Claim owed by Seller 1 to KE DE, title and interest but also any 2023 Loss Compensation Claim, in each case if and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable extent not yet repaid and/or settled on the mortgage loans on or before Effective Date. 3.7 The Parties hereby acknowledge and agree that the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all defined term “Debt” (as defined in Section 11.4.3 of the Seller's rightSPA) shall include not only any SFY Profit Transfer Claim owed by KE DE to Seller 1, title and interest but also any 2023 Profit Transfer Claim, in each case if and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to extent not yet repaid and/or settled on the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling AgreementEffective Date.

Purchase Price. The Within 45 days after receiving a Term Sheet, OSG MLP General Partner shall, with the approval of the Conflicts Committee, notify (a “Proposed Purchase Price Notice”) OSG of the consideration, which may be any combination of cash and Partnership Securities, (the “Proposed Purchase Price”) it is willing to cause an OSG MLP Group Member to pay for the applicable Offered Assets or Option Assets. OSG and the Conflicts Committee shall negotiate in good faith for a 50-day period following receipt of the Proposed Purchase Price Notice by OSG (the “Negotiation Period”) the terms and conditions of an agreement, including the consideration, for the Transfer of such Offered Assets or Option Assets, as applicable, to an OSG MLP Group Member and such terms and conditions and consideration are to be based on the terms and conditions set forth in the Term Sheet and the Proposed Purchase Price Notice. If OSG and the Conflicts Committee are unable to agree on the terms and conditions of an agreement for the Transfer of such Offered Assets or Option Assets, as applicable, during the Negotiation Period then OSG and the Conflicts Committee shall negotiate in good faith for a further 10-day period the terms and conditions of a cash-only agreement for the Transfer of such Offered Assets or Option Assets, as applicable, to an OSG MLP Group Member and failing agreement the applicable OSG Entity may Transfer the applicable Offered Assets or Option Assets to a third party not Affiliated with OSG within 180 days after the end of the 10-day period immediately following the Negotiation Period on terms and conditions that are not materially more favorable to the proposed purchaser than the terms and conditions specified in the Term Sheet and for a purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in the amount of [___________]that is not less than 101% of the aggregate scheduled principal balance thereof as fair market value of the cut-off dateProposed Purchase Price without any further obligation, plus accrued interest thereon at during such 180 day period, to offer OSG MLP General Partner the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI opportunity for any reason shall repay to the Underwriter any portion of the price paid to CMSI by OSG MLP Group Members acquire the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and applicable Offered Assets or Option Assets in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or accordance with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.Article V.

Purchase Price. The Subject to adjustment and credits as otherwise -------------- specified in this Agreement, the purchase price (the "Purchase Price") to be paid by Purchaser to Seller for the mortgage loans shall consist of (a) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash Property shall be payable by CMSI to the Seller on the closing date in sameSix Million Seven Hundred Seventy-day funds, Nine Thousand and the Seller will receive on the closing date: No/100 Dollars (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively$6,779,000.00). If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate The amount of the Purchase Price has been determined by Seller and Purchaser based upon the assumptions (A) that Seller shall cause the Substantial Completion Date and the Commencement Date under the Lease to occur on or before April 1, 1997 and (B) that the annual Base Rent (as defined in the Lease) payable by the Tenant under the Lease for the first five (5) Lease Years (as defined in the Lease) shall be in an amount not less than $644,000.00. In the event the Substantial Completion Date and the Commencement Date under the Lease do not occur on or before April 1, 1997, for any reason whatsoever other than construction delays caused by Purchaser, the Purchase Price shall be reduced on a per day basis for each day that such repayment events are delayed beyond April 1, 1997, by an amount equal to the Underwriterdifference between $1,764.00 and the actual per diem interest earned on the portion of the Purchase Price which is still in escrow on such day as hereinafter provided. Upon In the event the annual Base Rent payable by the Tenant under the Lease for the first five (5) Lease Years shall be less than $644,000.00, the Purchase Price shall be reduced to an amount calculated by dividing the amount of annual Base Rent payable by the Tenant under the Lease by 0.095. In the event the annual Base Rent payable by Tenant under the Lease for the first five (5) Lease Years shall be more than $644,000.00, the Purchase Price shall be increased to an amount calculated by dividing the amount of annual Base Rent payable by the Tenant under the Lease by 0.095; provided, however, in no event shall the Purchase Price increase by more than $250,000.00. An example to illustrating the application of the foregoing adjustment provisions is set forth on Exhibit "T" and by this reference made a part hereof. ----------- At the Closing, Purchaser will pay to Seller by cashier's check or by wire transfer of immediately available federal funds, an amount which, when combined with the ▇▇▇▇▇▇▇ Money to be disbursed by Escrow Agent to Seller at Closing, will be equal to the lesser of (a) the principal and all accrued interest secured by the Existing Deed of Trust as of the date of Closing, or (b) the Purchase Price (as estimated by Seller and Purchaser) less an amount equal to the sum of (i) the Project Costs theretofore incurred in connection with the construction and completion of the Project for work performed and materials incorporated into the Project, but not yet paid (including retainage), plus (ii) one hundred twenty percent (120%) of the cost and expenses reasonably expected to be incurred in order to fully complete and equip the Project, including completion of Punch List Items, and to cause the Completion Date to occur with respect to the Project. Seller shall represent and warrant to Purchaser at Closing that the portion of the estimated Purchase Price paid into escrow shall be an amount equal to or greater than the sum of (i) and (ii) set forth in the preceding sentence. In the event the amount of the estimated Purchase Price to be paid by Purchaser to Seller at Closing is less than the principal and all accrued interest secured by the Existing Deed of Trust or any other monetary liens or encumbrances, Seller shall be responsible from its own funds to cause the Existing Deed of Trust and all other monetary liens or encumbrances affecting the Property or any portion thereof to be fully released and cancelled at Closing. The entire balance of the estimated Purchase Price not paid to Seller at Closing shall be deposited by Purchaser at Closing into escrow with Escrow Agent pursuant to an escrow agreement among Purchaser, Seller and Escrow Agent in the form attached hereto as Exhibit "U" and by this reference made a part ----------- hereof. The portion of the estimated Purchase Price paid into escrow shall be disbursed by Escrow Agent in accordance with the procedures for disbursements set forth in such escrow agreement, and all such disbursements from escrow shall be deemed to be payment of the Purchase PricePrice hereunder. The amount so paid into escrow shall be invested by the Escrow Agent in an interest bearing money market fund with a national banking association approved by Seller and Purchaser, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable earned on the mortgage loans on amount paid into escrow shall be the sole property of Purchaser and may be withdrawn by Purchaser at any time or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior from time to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementtime.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash Subject to the adjustments pursuant to this Section 2.3, and as otherwise provided in this Agreement, the amount of [___________]% of purchase price for the aggregate scheduled principal balance thereof as of Assets (the cut-off date, plus accrued interest thereon “Purchase Price”) is One Hundred Fifteen Million and No/100 Dollars ($115,000,000.00). The Purchase Price shall be paid at the rate Closing (subject to the holdback provided for in Section 2.3(e) hereof) by a wire transfer of 6.00% per annum on immediately available funds to such bank account or accounts as Seller shall designate in writing to Purchaser at least two (2) business days prior to the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, Closing. (b) The parties acknowledge and agree that the class IAPurchase Price has been negotiated by the parties based, in part, upon Seller’s representation that the aggregate monthly gross profit reported in the internal financial statements of Seller, kept on an accrual basis of accounting in the ordinary course of business, for the three (3) full calendar months of March, April and May 2004, multiplied by ***, from all Sites is at least *** (the “Annualized Tower Cash Flow”). In calculating Annualized Tower Cash Flow, Seller’s financial statements include, as expenses deducted in calculating gross profit, all direct expenses of operating the Tower Assets. Annualized Tower Cash Flow ***. In calculating Annualized Tower Cash Flow, revenue for purposes of determining gross profit shall only include the monthly ▇▇▇▇▇▇▇▇ for all valid, executed and currently paying Tenant Leases, excluding any straight-IO and IIA-IO certificatesline income or expenses under SFAS 13, (c) generated by the class LR certificates and Tower Assets. Accordingly, if the Annualized Tower Cash Flow is less than ***, Purchaser may, in its sole discretion, terminate this Agreement. (d) If any required Third Party Consent, Ground Lessor Estoppel or Non-Disturbance Agreement is not obtained or waived by Purchaser in writing on or prior to the class PR certificates. Such cash Closing Date, or in the event any other condition to Closing specified in Section 6.2 is not satisfied or waived by Purchaser in writing on or prior to the Closing Date as to any Site (in each case, a “Non-Qualifying Site”), then the Purchase Price shall be payable by CMSI adjusted in accordance with the provisions of Section 6.4. (e) Subject to and upon the Seller on the closing date in same-day funds, terms and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion conditions of the price paid to CMSI by the Underwriter pursuant to the Underwriting this Agreement, at Closing, Purchaser shall deposit the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount sum of *** of the Purchase Price as into an interest bearing escrow account maintained by the Escrow Agent pursuant to an escrow agreement among Seller, Purchaser and Escrow Agent that is reasonably acceptable to all such repayment to parties (together with the Underwriter. Upon payment of the Purchase Priceinterest earned thereon, the “Escrowed Purchase Price Account”). Unless Purchaser has provided a written notice to Seller shall transfer, assign, set over and otherwise convey of a claim for indemnification pursuant to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted Article 8 prior to the close date which is *** A Qualified Notice of business on Claim is a notice provided by Purchaser to Seller which specifically sets forth in detail the cut-off date), together with all basis of any claim for indemnification pursuant to Section 8.2(c) against the Escrowed Purchase Price Account and the Purchaser’s reasonable good faith estimate of the Seller's right, title and interest in and to the proceeds amount of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificatessuch claim. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.***

Purchase Price. 100.00% B. The obligation of the Trust Fund to purchase price (a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the "Purchase Price") for satisfaction of the mortgage loans shall consist of (a) cash conditions set forth in the amount of [___________]% immediately following paragraph and the accuracy of the aggregate scheduled principal balance thereof following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the cutSubsequent Cut-off dateDate: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the Subsequent Cut-off Date; (ii) the original term to stated maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) such Subsequent Mortgage Loan will not have a loan-to-value ratio greater than 100.00%; (v) such Subsequent Mortgage Loans will have, plus accrued interest thereon at as of the rate Subsequent Cut-off Date, a weighted average term since origination not in excess of 6.003 months; (vi) such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than 5.750% per annum or greater than 11.000% per annum; (vii) such Subsequent Mortgage Loan must have a first payment date occurring on or before January 1, 2004 and will include 30 days' interest thereon; (viii) if the mortgage loans in pool I and 5.50Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 0.750% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 11.250% per annum; (x) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 5.250% per annum and (xi) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "First Franklin Financial Corporation--Underwriting Standards" in the Prospectus Supplement. C. Following the purchase of any Subsequent Group I Mortgage Loan by the Trust, the Group I Mortgage Loans (including such Subsequent Group I Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 7.250% per annum and not more than 7.750% per annum; (iii) have a weighted average Loan- to-Value Ratio of not more than 100.00%; (iv) have no Mortgage Loan with a Stated Principal Balance at origination which does not conform to ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac guidelines; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 80.00% by aggregate Stated Principal Balance of the Group I Mortgage Loans; (vi) will have no Mortgage Loan with a Stated Principal Balance in excess of $500,000; and (vii) have no more than 10.00% of Fixed-Rate Mortgage Loans by aggregate Stated Principal Balance of the Group I Mortgage Loans. For purposes of the calculations described in this paragraph, percentages of the Group I Mortgage Loans will be based on the mortgage loans in pool II, from and including Stated Principal Balance of the cutInitial Group I Mortgage Loans as of the Subsequent Cut-off date Date and the Stated Principal Balance of the Subsequent Group I Mortgage Loans as of the related Subsequent Cut-off Date. D. Following the purchase of any Subsequent Group II Mortgage Loan by the Trust, the Group II Mortgage Loans (including such Subsequent Group II Mortgage Loans) will:(i) have a weighted average original term to but excluding stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 7.000% per annum and not more than 7.750% per annum; (iii) have a weighted average Loan- to-Value Ratio of not more than 100.00%; (iv) have no Mortgage Loan with a Stated Principal Balance in excess of $700,000; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 80.00% by aggregate Stated Principal Balance of the closing dateGroup II Mortgage Loans; and (vi) have no more than 10.00% of Fixed-Rate Mortgage Loans by aggregate Stated Principal Balance of the Group II Mortgage Loans. For purposes of the calculations described in this paragraph, (b) percentages of the class IAGroup II Mortgage Loans will be based on the Stated Principal Balance of the Initial Group II Mortgage Loans as of the Subsequent Cut-IO off Date and IIAthe Stated Principal Balance of the Subsequent Group II Mortgage Loans as of the related Subsequent Cut-IO certificatesoff Date. E. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Seller shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) the class LR certificates and (d) the class PR certificatesabove. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.ATTACHMENT B ------------ Filed By Paper

Purchase Price. 2.2.1 The aggregate consideration for the purchase price and sale of the Acquired Equity Interests, the acquisition of the Acquired Assets, the assumption of the Assumed Capital Leases, and the acquisition and assumption of the Acquired Contracts pursuant to this Agreement will be an amount in cash (such aggregate consideration, the “Purchase Price”) calculated as follows: (a) $730,000,000 (the "“Base Purchase Price"”); (b) for minus the mortgage loans shall consist Acquired Company Indebtedness; (c) minus the amount of the Transaction Expenses that are not paid by RHC or its Subsidiaries or Affiliates prior to the Closing; (d) minus the amount of the Transaction Bonus Payments that are not paid by RHC or its Subsidiaries or Affiliates prior to the Closing; (e) plus the Estimated Cash on Hand Amount; (f) plus the amount, if any, by which the Estimated Working Capital Amount exceeds the Working Capital Target; or minus the amount, if any, by which the Estimated Working Capital Amount is less than the Working Capital Target; (g) minus, an amount equal to the product of (a) cash in an amount equal to (i) 1.35, if the amount of [___________]aggregate Stipulated EBITDA Attributable to all Electing Minority Holders and Selling Minority Holders is less than or equal to 25% of the aggregate scheduled principal balance thereof Stipulated EBITDA Attributable to all Minority Holders of all Majority-Owned Acquired Companies, as calculated pursuant to Section 2.2.1(g) of the cutDisclosure Letter; (ii) 1.25, if the aggregate Stipulated EBITDA Attributable to all Electing Minority Holders and Selling Minority Holders is greater than 25% and less than or equal to 50% of the aggregate Stipulated EBITDA Attributable to all Minority Holders of all Majority-off dateOwned Acquired Companies, plus accrued interest thereon at as calculated pursuant to Section 2.2.1(g) of the rate Disclosure Letter; (iii) 1.20, if the aggregate Stipulated EBITDA Attributable to all Electing Minority Holders and Selling Minority Holders is greater than 50% and less than or equal to 75% of 6.00the aggregate Stipulated EBITDA Attributable to all Minority Holders of all Majority-Owned Acquired Companies, as calculated pursuant to Section 2.2.1(g) of the Disclosure Letter; (iv) 1.10, if the aggregate Stipulated EBITDA Attributable to all Electing Minority Holders and Selling Minority Holders is greater than 75% per annum on and less than or equal to 90% of the mortgage loans in pool I aggregate Stipulated EBITDA Attributable to all Minority Holders of all Majority-Owned Acquired Companies, as calculated pursuant to Section 2.2.1(g) of the Disclosure Letter; or (v) 1.05, if the aggregate Stipulated EBITDA Attributable to all Electing Minority Holders and 5.50Selling Minority Holders is greater than 90% per annum on of the mortgage loans in pool IIaggregate Stipulated EBITDA Attributable to all Minority Holders of all Majority-Owned Acquired Companies, from and including as calculated pursuant to Section 2.2.1(g) of the cut-off date to but excluding the closing dateDisclosure Letter, multiplied by (b) the class IAsum, for all Majority-IO and IIA-IO certificatesOwned Acquired Companies for which the Consent Condition is not satisfied, of the products of: (ci) the class LR certificates and Stipulated EBITDA for such Majority-Owned Acquired Company multiplied by (dii) the class PR certificatespercentage of the outstanding limited partnership interests of such Majority-Owned Acquired Company owned by the Minority Holders (other than any Electing Minority Holders) of such Majority-Owned Acquired Company multiplied by (iii) the EBITDA Multiple. Such cash The Purchase Price shall be payable by CMSI subject to adjustment in accordance with the Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion terms of the price paid to CMSI by the Underwriter pursuant to the Underwriting this Agreement, including in accordance with Section 2.5; provided that the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount portion of the Purchase Price as such repayment allocated to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements each Minority Holder shall not affect be adjusted. 2.2.2 The Buyer shall also assume the rights of Assumed Capital Leases, acquire the parties hereto or to Acquired Assets, and acquire and assume the Pooling AgreementAcquired Contracts, each at the Closing.

Purchase Price. The purchase price (a) Upon the terms and subject to the conditions contained herein, at the Closing, in consideration for the transfer of the Assets pursuant to Section 2.1 of this Agreement, Acquiror shall pay the Purchase Price (as defined herein) by depositing in an account designated by Seller (which account shall be designated by Seller in writing at least three (3) Business Days prior to the Closing) (the "Seller's Account"): (i) the sum of Three Million Four Hundred Thousand Dollars ($3,400,000), plus the Estimated Closing Net Working Capital as set forth in the calculation accompanying the Pre-Closing Balance Sheet pursuant to Section 2.5 (the "Purchase Price") for the mortgage loans shall consist of ), and less (a) cash in the amount of [___________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (bii) the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Seller on the closing date in same-day funds, Holdback Amount and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectivelyEscrow Amount. If CMSI for any reason shall repay to the Underwriter any The portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to be deposited in the Seller's Account at the Closing shall be paid in cash by wire transfer of immediately available funds to the UnderwriterSeller's Account. (b) Seller and Acquiror agree that as soon as reasonably practical after the Closing, and prior to the filing of any Tax Return which includes information related to the transactions contemplated by this Agreement, the Purchase Price and the Assumed Liabilities shall be allocated among the Assets in accordance with an allocation schedule (the "Purchase Price Allocation Schedule") proposed by Acquiror and reasonably acceptable to Seller, which shall be prepared in a manner required by Section 1060 of the Code and other applicable law and delivered by Acquiror to Seller no later than forty-five (45) days after the Closing. Upon payment In connection with the Purchase Price Allocation Schedule, Seller and Acquiror shall discuss the allocation of the Purchase PricePrice and attempt in good faith to reach agreement with respect thereto. Seller and Acquiror shall prepare mutually acceptable and substantially identical initial and supplemental IRS Forms 8594 "Asset Acquisition Statements Under Section 1060" consistent with the Purchase Price Allocation Schedule (giving effect to mutually agreed-upon adjustments to the allocation set forth on the Purchase Price Allocation Schedule as a result of any required adjustments to the Purchase Price or payment of any Earnout Payment pursuant to this Article II) which the parties shall use to report the transactions contemplated by this Agreement to the applicable Taxing authorities. The consideration paid at Closing (consisting of the Assumed Liabilities and the portion of the Purchase Price paid at Closing) shall be allocated first to the Assets other than goodwill. If the consideration paid at Closing exceeds the purchase price allocated to the Assets other than goodwill, (i) such excess consideration shall be allocated to goodwill, and (ii) the additional consideration paid after Closing, including the Adjustment Amount (if it is positive), the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all excess of the Seller's rightHoldback Amount, title the Escrow Amount, and interest in and the Earnout, shall be allocated to goodwill. If the consideration paid at Closing is less than the purchase price allocated to the mortgage loansAssets other than goodwill, including all interest (i) the consideration paid at Closing shall be allocated first to current assets, then to non-current tangible assets, and principal received or receivable by the Seller on or with respect finally to the mortgage loans non-current intangible assets (other than payments of principal and interest due and payable on goodwill), (ii) the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior additional consideration paid after Closing shall be allocated to the close of business on items described in the cut-off date), together with all immediately preceding clause (i) in that same order to the extent of the Seller's rightremaining purchase price allocated to those items, title and interest in and (iii) any remaining additional consideration paid after Closing shall be allocated to goodwill. All allocations of consideration shall be based upon the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the Trustee purchase price allocation determined under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreementthis Section 2.4(b).