Common use of Conditions Precedent to Closing Clause in Contracts

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The obligations of Mortgage Loans hereunder shall be the Lenders to undertake the Revolving Loan Commitments and to make any initial Advance hereunder, and the obligation of the Issuing Bank to issue (or arrange for the issuance of) any initial Letter of Credit hereunder, are subject to the prior fulfillment of each of the following conditions: (a) All The Administrative Agent shall have received each of the representations following, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of the following documentsAdministrative Agent: (i) this This duly executed Agreement, in four counterparts; (ii) A duly executed Revolving Loan Note to the Custodial Agreement, order of each Lender requesting a promissory note in four counterpartsthe amount of such Lender’s Revolving Commitment Ratio of the Revolving Loan Commitment; (iii) an Officers' CertificateThe Security Agreement duly executed by the Borrower Parties, in the form of Exhibit 9 hereto, including all attachments together with Uniform Commercial Code financing statements related thereto; (iv) an Opinion of Counsel to The Fee Letter duly executed by the SellerBorrowers; (v) a certificate or other evidence The legal opinion of merger or change in-house counsel of nameParent, signed or stamped by addressed to the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableLender Group; (vi) the related Purchase Price and Terms LetterThe legal opinion of Trenam, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this AgreementKemker, as originally executed (subject to amendments)Scharf, in four counterparts; (iii) the Custodial AgreementBarkin, as originally executed (subject to amendments)Frye, in four counterparts; (iv) an Officers' Certificate▇’▇▇▇▇▇ & ▇▇▇▇▇▇, in the form of Exhibit 9 heretoP.A, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel Florida counsel to the Seller (Borrower Parties, addressed to the extent requested by the Seller with respect to a specific sale of Mortgage Loans)Lender Group; (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) A loan certificate signed by an AssignmentAuthorized Signatory of each Borrower Party, Assumption including a certificate of incumbency with respect to each Authorized Signatory of such Borrower Party, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of Certificate of Incorporation or Formation of such Borrower Party certified to be true, complete and Recognition Agreementcorrect by the Secretary of State of the State of such Borrower Party’s incorporation or formation, in (B) a true, complete and correct copy of the form By-Laws of Exhibit 2.05 hereto. such Borrower Party, (dC) All other terms a true, complete and conditions correct copy of this Agreement the resolutions of such Borrower Party authorizing the execution, delivery and performance by such Borrower Party of the Loan Documents and the Purchase Price Bank Products Documents and Terms Letter shall have been complied with. Subject to authorizing the foregoing conditionsborrowings or guaranty, Purchaser shall pay to Seller on each Funding Date as applicable, hereunder, (D) certificates of active status or good standing from the applicable Purchase Price as provided herein.jurisdiction where such Borrower Party was organized or incorporated, (E) copies of employment contracts for key management level employees of such Borrower Party, and

Conditions Precedent to Closing. Each purchase The agreement of Mortgage Loans hereunder shall be Agent and the Lenders to enter into this Agreement on the Closing Date is subject to the condition precedent that Agent and the Lenders shall have received, in form and substance satisfactory to Agent and the Lenders, each of the following conditionsitems and shall have completed each of the following requirements: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH GuideAgreement; (b) On or before an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the each Funding Date, the Seller shall submit to the Purchaser fully executed originals execution and delivery of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents a financing statement (Form UCC-1); (d) a Loan Advance/Paydown Request Form in a minimum amount of $5,000,000; (e) payment of the fees and Lender Expenses then due specified in Section 2.4, which may be debited from any of Borrower’s accounts with Square 1; (f) current SOS Reports indicating that, except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion (or an opinion qualified only for going concern solely due to Borrower’s projected need for additional funding to continue operations), company prepared consolidated, if applicable, balance sheets, income statements and statements of cash flows for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of most recently ended month in accordance with Section 6.2, and such other updated financial information as the following documents:Lenders may reasonably request; (h) current Compliance Certificate in accordance with Section 6.2; (i) the related Purchase Price warrants duly executed by Borrower and Terms Letter together with the related Mortgage Loan Scheduleissued to each Lender; (iij) this Agreement, as originally executed (subject to amendments), in four counterpartsa Borrower Information Certificate; (iiik) the Custodial Agreement, as originally executed (subject a deposit account control agreement with respect to amendments), in four counterpartsBorrower’s account numbers and at Square 1; (ivl) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto[Reserved]; (vm) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans)payoff letter from Lighthouse Capital Partners VI, L.P.; (vin) a copy of Borrower’s policies or certificates of insurance including any endorsements showing Agent as loss payee (for the related Mortgage Loan Schedule, one copy to be attached to benefit of Lenders) and showing Agent and each counterpart of this AgreementLender as an additional insured; (o) such other documents or certificates, and to each counterpart completion of the related Custodial Agreementsuch other matters, as Agent and/or any Lender may reasonably request; and (viip) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter Borrower shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinopened and funded deposit accounts held with Square 1.

Conditions Precedent to Closing. Each purchase Closing of Mortgage Loans hereunder the sale of the Governmental Lender Notes on the Closing Date shall be subject to conditioned upon satisfaction or waiver by the Funding Lender in its sole discretion of each of the following conditionsconditions precedent to closing set forth in this Funding Loan Agreement, including but not limited to the following: (a) All Receipt by the Funding Lender of the representations and warranties of original executed Governmental Lender Notes, authenticated by the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH GuideFiscal Agent; (b) On or before Receipt by the each Fiscal Agent of the original executed ▇▇▇▇▇▇▇▇ Notes, endorsed to the Fiscal Agent by the Governmental Lender; (c) Receipt by the Funding DateLender of executed counterparts of this Funding Loan Agreement, the Seller shall submit Borrower Loan Agreement, the Construction Funding Agreement, the Regulatory Agreement, the Tax Certificate and Agreement, the Security Instrument, and any UCC financing statement required by the Security Instrument; (d) Receipt by the Fiscal Agent of a certified copy of the Resolution; (e) Receipt by the Governmental Lender and Fiscal Agent of the executed Required Transferee Representations Letter from the Funding Lender; (f) A written request and authorization by the Governmental Lender (acting through an Authorized Representative) to the Purchaser fully executed originals Fiscal Agent to authenticate and deliver the Governmental Lender Notes to or for the account of the following documents:Funding Lender upon receipt from the Funding Lender of the proceeds of the Governmental Lender Notes; (g) Delivery into escrow with the Title Company (or separate escrow company, if applicable) or to the Fiscal Agent, as appropriate, of all amounts required to be paid in connection with the origination of the Borrower Loan and the Governmental Lender Notes and any underlying real estate transfers or transactions, including the Costs of Issuance Deposit, in accordance with Section 2.3(c)(ii) of the Borrower Loan Agreement; (h) Receipt by the Funding Lender and the Fiscal Agent of a Governmental Lender Counsel Approving Opinion; (i) this Agreement, in four counterparts; (ii) Receipt by the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in Funding Lender and the form Fiscal Agent of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Sellereffect that the Governmental Lender Notes are exempt from registration under the Securities Act of 1933, and this Funding Loan Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; (vj) a certificate or other evidence Delivery of merger or change an opinion of namecounsel to the Borrower addressed to the Governmental Lender, signed or stamped by the applicable regulatory authority, if any, which states Fiscal Agent and the Funding Lender to the effect that the Mortgage Loans were acquired by Borrower Loan Documents, the Seller by merger or acquired or originated by Regulatory Agreement, and the Seller while conducting business under a name other than its present nameTax Certificate and Agreement are valid and binding obligations of the Borrower, if applicableenforceable against the Borrower in accordance with their terms, subject to such exceptions and qualifications as are acceptable to the Governmental Lender and the Funding Lender; (vik) Receipt by the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals Lender of the following documents: (i) Initial Notes registered by the related Purchase Price Comptroller and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart Attorney General of the related Custodial AgreementState of Texas approving the Governmental Lender Notes; and (viil) an Assignment, Assumption and Recognition Agreement, in Receipt by the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement Funding Lender and the Purchase Price and Terms Letter Governmental Lender of any other documents or opinions that the Funding Lender, the Governmental Lender or Governmental Lender Counsel may require. The Funding Lender shall be deemed to have been complied with. Subject to received or waived all conditions precedent upon the foregoing conditions, Purchaser shall pay to Seller on each release of the Funding Date the applicable Purchase Price as provided hereinLoan.

Conditions Precedent to Closing. Each purchase Closing of Mortgage Loans hereunder the Funding Loan on the Closing Date shall be subject to conditioned upon satisfaction or waiver by the Funding Lender in its sole discretion of each of the following conditionsconditions precedent to closing set forth in this Funding Loan Agreement, including but not limited to the following: (a) All Receipt by the Funding Lender of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guideoriginal Governmental Lender Notes; (b) On or before Receipt by the each Funding DateLender of the original executed Borrower Notes, the Seller shall submit endorsed without recourse to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped Funding Lender by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan ScheduleGovernmental Lender; (c) The closing documents for Receipt by the Mortgage Loans Funding Lender of executed counterpart copies of this Funding Loan Agreement, the Borrower Loan Agreement, the Construction Funding Agreement, the Regulatory Agreement, the Tax Certificate and the Security Instrument; (d) Receipt by the Funding Lender of a certified copy of the Resolution; (e) Executed Required Transferee Representations from the Funding Lender; (f) Delivery into escrow of all amounts required to be purchased on each Funding Date shall consist of fully executed originals paid in connection with the origination of the following documents:Borrower Loan and the Funding Loan and any underlying real estate transfers or transactions, including the Costs of Funding Deposit, in accordance with Section 2.3(c)(ii) of the Borrower Loan Agreement; (g) Receipt by the Funding Lender of a Tax Counsel Approving Opinion; (h) Receipt by the Funding Lender of an Opinion of Counsel from Tax Counsel to the effect that the Governmental Lender Notes are exempt from registration under the Securities Act of 1933, as amended, and this Funding Loan Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; (i) Delivery of an opinion of counsel to the related Purchase Price Borrower addressed to the Governmental Lender to the effect that the Borrower Loan Documents and Terms Letter together the Regulatory Agreement are valid and binding obligations of the Borrower that are enforceable against the Borrower in accordance with the related Mortgage Loan Schedule; (ii) this Agreementtheir terms, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, such exceptions and qualifications as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel are acceptable to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial AgreementGovernmental Lender; and (viij) an Assignment, Assumption and Recognition Agreement, in Receipt by the form Funding Lender of Exhibit 2.05 heretoany other documents or opinions that the Funding Lender or Tax Counsel may require. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originator shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter and (B) the fees and expenses described in clause (i) of Section 9.4 and invoiced prior to the Closing Date, and (ii) the Agent shall have received, for itself and each of the Investors and the Agent’s counsel, an original (unless otherwise indicated) of each of the following conditions:documents, each in form and substance satisfactory to the Agent. (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Second Tier Agreement, the Fee Letter and each of the representations and warranties of other Transaction Documents executed by the Originator, the SPV, the Seller under and the PHH GuideServicer, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit G, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things: (i) the articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor (certified by the Secretary of State or other similar official of the respective jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) resolutions of the board of managers or other governing body of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor authorizing the execution, delivery and performance of this AgreementAgreement and the other Transaction Documents to be delivered by the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents, if applicable) and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor. (c) A certificate, substantially in four counterpartsthe form of Exhibit H of the secretary or assistant secretary of the Originator, the Servicer, the Seller and the Performance Guarantor certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things: (i) the articles of incorporation, certificate of formation, charter or other organizing document (including a limited liability company agreement, if applicable) of the Originator, the Servicer, the Seller and the Performance Guarantor (certified by the Secretary of State or other similar official of its respective jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreementby-laws and/or operating agreement of the Originator, in four counterpartsthe Servicer, the Seller and the Performance Guarantor; (iii) an Officers' Certificateresolutions of the board of directors or managers or other governing body of the Originator, in the form Servicer, the Seller and the Performance Guarantor authorizing the execution, delivery and performance by it of Exhibit 9 heretothis Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of the Seller; (v) a certificate Originator, the Servicer, the Seller and the Performance Guarantor executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other terms and conditions similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the Purchase Price other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each of the Originator, the Servicer and Terms Letter the Seller issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the other Transaction Documents, in each case, dated as of a recent date. (f) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), filed on or before the initial Investment naming the Originator, as the debtor, in favor of the SPV, as secured party, and the Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (h) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), filed on or before the initial Investment naming the Seller, as the debtor, in favor of the SPV, as secured party, and the Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV. (j) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by the Originator. (k) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the date of the initial Investment listing all effective financing statements which name the SPV, the Seller or the Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Agent may reasonably request together with copies of such financing statements (none of which shall cover any Receivables, other Affected Assets or Contracts unless such filings have been complied with. Subject terminated or released pursuant to paragraphs (i) or (j) above or unless such Receivables, other Affected Assets or Contracts have been released under the terms of the related agreement as contemplated in Section 4.1(z) above), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no such liens on any of the Receivables, other Affected Assets or Contracts. (l) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (m) [Reserved]. (i) A favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, special counsel to the SPV, the Seller, the Servicer, the Performance Guarantor and the Originator, covering the matters set forth in Exhibit I, including non-contravention as to the material agreements (including the Revolving Credit Agreement and the Master Note Purchase Agreement and all related documents), the creation, attachment, perfection and priority of the interests created pursuant to each of the First Tier Agreement, the Second Tier Agreement, and this Agreement, the enforceability of each of the Transaction Documents against each of the Originator, the Seller, the SPV and the Performance Guarantor and as to such other matters as the Agent may reasonably request and (ii) a favorable opinion of the general counsel to the Originator covering certain corporate matters, each of the foregoing conditionsto be in form and substance acceptable to the Agent. (o) A favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, Purchaser shall pay special counsel to Seller on each Funding Date the applicable Purchase Price as provided herein.SPV, the Seller, the Performance Guarantor and the Originator, covering certain bankruptcy and insolvency matters i.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder It shall be subject a condition precedent to each of the following conditionsVendors' obligations to complete the transactions contemplated in this agreement that: (a) All of the 1. The aforesaid representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true on the Closing Date; 2. The Purchaser shall have completed the Private Placement as a result of which the Purchaser shall have working capital of not less than US$ 3,000,000 and correct net assets of not less than US$ 3,000,000 immediately prior to the Closing Date; 3. The Purchaser shall have filed with the office of the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation changing its name to one approved by the Company and combining its outstanding shares of Common Stock on the basis of one share for each six outstanding shares and following such consolidation and the completion of all the transactions contemplated by this agreement the Purchaser shall have not more that 11,811,244 common shares issued and outstanding. 4. The Purchaser shall have obtained all necessary regulatory and shareholder approvals to the transactions contemplated under this agreement and to the carrying on by the Purchaser of the business of the Company; 5. On closing the board of directors of the Purchaser shall have three members consisting of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ or their nominees; 6. All of the documents required to be delivered by the Purchaser on closing shall have been delivered; 7. The Purchaser shall have filed with the SEC and mailed to its stockholders in the requisite time period the notice required by Rule 14f-1 under section 14(f) of the Exchange Act; and 8. The Management Group and Northfield Capital Corporation shall have acquired on or before the Closing Date from third parties an aggregate of 2,500,000 post-consolidated common shares of the Purchaser. 9. Quotations for the Purchaser's common stock shall have appeared on the OTC bulletin board for at least the five consecutive trading days before the Closing Date. It shall be a condition precedent to the Purchaser's obligations to complete the transactions contemplated in this agreement that: 1. The aforesaid representations and warranties of the Vendors and the Company shall be true on the Closing Date. 2. All outstanding indebtedness of the Company to its shareholders and affiliated companies as of June 30, 1998 being Cdn$ 717,702 shall have been forgiven or converted into shares of the Company and, if converted, such shares shall be added to and constitute part of the shares wherever that term is used in this agreement and such affiliated companies holding such shares shall agree to become a party to and bound by this agreement. 3. The Investment Representation Letter attached hereto as Schedule "E" shall have been executed by each Vendor. 4. The Vendors shall have provided the Purchaser with a certificate dated as of the related Funding Date, Closing Date and no event shall have occurred which, with notice or executed by both of them confirming that all information about the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit Company that has been provided to the Purchaser fully executed originals and its representatives by the Vendors or the Company for the purposes of preparing and which is contained in any confidential offering memorandum used in connection with the Private Placement did not and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the information contained therein respecting the Company not misleading. 5. Auditors independent of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel Company shall have confirmed to the Seller;Purchaser in writing that the Company Financial Statements (as defined in paragraph G.2) can be prepared and audited as described in and within the requisite time period referred to in that paragraph. (v) a certificate or other evidence of merger or change of name, signed or stamped 6. The Company and the Purchaser shall have obtained all necessary regulatory and shareholder approvals to the transactions contemplated under this agreement and to the carrying on by the applicable regulatory authority, if any, which states that Purchaser of the Mortgage Loans were acquired business of the Company. 7. All of the documents required to be delivered by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The Company on closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereindelivered.

Conditions Precedent to Closing. Each purchase The effectiveness of Mortgage Loans hereunder shall be this Agreement (the “Closing”) is subject to each of the following conditionsconditions precedent: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event Bank shall have occurred whichreceived, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Datein form and substance satisfactory to Bank, the Seller shall submit to the Purchaser fully executed originals of the following documentsfollowing: (i) a duly executed copy of this Agreement, in four counterparts; (ii) a duly executed copy of the Custodial Pledge Agreement, in four counterparts; (iii) an Officers' Certificate, in a duly executed copy of the form of Exhibit 9 hereto, including all attachments theretoGuaranty; (iv) an Opinion officer’s certificate of Counsel each Loan Party with respect to incumbency and resolutions authorizing the execution and delivery of each Loan Document to which it is a party, and certifying as to true, correct and complete attached copies of the Operating Documents and good standing certificates of such Loan Party certified by the Secretary of State (or equivalent agency) of such Loan Party’s jurisdiction of organization or formation, each (other than in the case of the certified articles of organization or articles of incorporation, as applicable, for each Guarantor) as of a date no earlier than thirty (30) days prior to the SellerClosing Date; (v) a certificate proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that Bank may deem necessary or other evidence of merger or change of namedesirable in order to perfect the Liens created hereunder, signed or stamped by covering the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableCollateral described herein; (vi) evidence satisfactory to Bank that the related Purchase Price insurance policies required by Section 6.5 hereof are in full force and Terms Lettereffect; (vii) payment of the fees and Bank Expenses then due specified in Section 2.5; (viii) current SOS Reports from the Secretaries of State of each Loan Party State indicating that except for Permitted Liens, together there are no other security interests or Liens of record in the Collateral; (ix) a current Compliance Certificate in accordance with Section 6.2; (x) a duly executed copy of the Perfection Certificate; (xi) copies of the (A) documentation and other information requested by Bank in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least three (3) Business Days prior to the Closing Date and (B) at least three (3) Business Days prior to the Closing Date, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; (xii) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Section 3.1(c) have been satisfied and (B) that there has been no event or circumstance since December 31, 2018 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xiii) a certificate from Borrower’s chief financial officer or senior vice president of finance attesting that the Loan Parties, on a consolidated basis and taken as a whole, are Solvent as of the Closing Date; (xiv) evidence that the Existing Credit Agreement and the Loan Documents (as defined therein) have been, or concurrently with the related Mortgage Loan ScheduleClosing Date are being, terminated and all Liens securing obligations thereunder have been, or concurrently with the Closing Date are being, released; and (xv) (i) a pro forma balance sheet of Borrower and its Subsidiaries as of the Closing Date after giving effect to the transactions contemplated hereunder, (ii) audited financial statements of Borrower and its Subsidiaries as described in Section 6.2(a)(ii) for the fiscal years ending December 31, 2017 and December 31, 2018, and (iii) projections for each of the fiscal years during the term of this Agreement as described in Section 6.2(a)(vi) and, in the case of the projections for the fiscal year ending December 31, 2020, approved by Borrower’s Board of Directors; (b) Bank shall have completed a due diligence investigation of Borrower and its Subsidiaries in scope, and with results, satisfactory to Bank, and shall have been given such access to the management, records, books of account, contracts and properties of Borrower and its Subsidiaries and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as Bank shall have requested; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price representations and Terms Letter together with warranties contained herein and in any other Loan Document shall be true and correct in all respects on and as of the related Mortgage Loan Schedule; Closing Date, and (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form no Default or Event of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, Default has occurred and to each counterpart of the related Custodial Agreementis continuing; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All such other terms documents or certificates, and conditions completion of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditionssuch other matters, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinBank may reasonably deem necessary or appropriate.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or Arrow shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter or otherwise hereunder and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, and (ii) the Administrative Agent shall have received, sufficient original (unless otherwise indicated) copies for itself and each of the Investors and the Administrative Agent’s counsel, of each of the following conditions:documents, each in form and substance satisfactory to the Administrative Agent and each Funding Agent. (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter and each of the representations other Transaction Documents executed by the Originators, the SPV and warranties of the Seller under the PHH GuideMaster Servicer, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit G, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) this Agreementthe articles of incorporation, in four counterpartscharter or other organizing document (including a limited liability company agreement, if applicable) of the SPV (certified by the Secretary of State or other similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of the SPV; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and (iv) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals H of the following documentssecretary or assistant secretary of each Originator and the Master Servicer certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) the related Purchase Price and Terms Letter together with articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of such Originator or Master Servicer (certified by the related Mortgage Loan ScheduleSecretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) this Agreement, as originally executed (subject to amendments), in four counterpartsthe by-laws of such Originator or the Master Servicer; (iii) resolutions of the Custodial board of directors or other governing body of such Originator or the Master Servicer authorizing the execution, delivery and performance by it of this Agreement, as originally executed the First Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (subject to amendments)including shareholder consents) and government approvals, in four counterparts;if any; and (iv) an Officers' Certificatethe incumbency, in authority and signature of each officer of such Originator or the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to Master Servicer executing the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoTransaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other terms and conditions similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the Purchase Price other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each Originator and Terms Letter shall have been complied with. Subject the Master Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the foregoing conditionstransactions contemplated by this Agreement and the other Transaction Documents, Purchaser in each case, dated as of a recent date. (f) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Administrative Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming Arrow, as debtor, in favor of the SPV, as secured party and Administrative Agent for the benefit of the Investors, assignee or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (h) Acknowledgment copies of proper financing statements (Form UCC-1 or Form PPSA 1[c] [Ontario]) or certified statements (Form RG), as applicable, filed on or before the initial Investment Date naming the applicable Originator, as the debtor, in favor of Arrow, as secured party, and the Administrative Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV. (j) Copies of proper financing statements (Form UCC-3 or Form PPSA 2[c]) or certified statements (Form RG), as applicable, or appropriate acknowledgments, waivers or consents, if any, filed or obtained on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by any Originator. (k) Certified copies of requests for information or copies (Form UCC-11, PPSA Registration System Inquiry Response Certificate or Certified Statement) (or a similar search report certified by parties acceptable to the Administrative Agent) dated a date reasonably near the date of the initial Investment listing all effective financing statements which name the SPV or an Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Administrative Agent may reasonably request together with copies of such financing statements (none of which shall pay cover any Receivables, other Affected Assets or Contracts), and similar search reports with respect to Seller federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no such liens on any of the Receivables, other Affected Assets or Contracts. (l) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (m) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, (i) special counsel to the SPV, the Master Servicer and the Originators, substantially in the form set forth in Exhibit I-2, including the time period over which UCC financing statements filed in all appropriate jurisdictions remain effective and as to such other matters as any Funding Agent may reasonably request, (ii) a favorable opinion of Davies, Ward, ▇▇▇▇▇▇▇▇ & Vineberg LLP, special counsel to the SPV, the Master Servicer and the Originator, substantially in the form set forth in Exhibit I-3, and (iii) a favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, counsel to the SPV, the Master Servicer and certain Originators substantially in the form set forth in Exhibit I-1. (n) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to the SPV, the Master Servicer and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Administrative Agent, Administrative Agent’s counsel and each Funding Date Agent. (o) A listing in form reasonably acceptable to the Administrative Agent setting forth all Receivables and the Unpaid Balances thereon as of March 2, 2001 and such other information as the Administrative Agent may reasonably request. (p) Satisfactory results of a review and audit by the Administrative Agent and each Investor (including discussions with the Originators’ independent accountants) of the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (q) A Master Servicer Report as of March 2, 2001 showing the calculation of the Net Investment and Required Reserves after giving effect to the initial Investment. (r) Evidence of the appointment of Arrow as agent for process as required by Section 11.4(c). (s) Evidence that each of the Collection Account and the Funding Account required to be established hereunder has been established. (t) To the extent required by each Conduit Investor’s commercial paper program documents, a letter from the applicable Purchase Price rating agencies confirming that such Conduit Investor’s participation in the transaction contemplated by this Agreement will not result in the withdrawal or downgrading of the rating of such Conduit Investor’s commercial paper. (u) Such other approvals, documents, instruments, certificates and opinions as provided hereinthe Administrative Agent, any Funding Agent or any Investor, may reasonably request.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions: (a) All Each officer and Director of the representations Buyer shall tender his or her resignation from such position as of a date two days subsequent to the execution of this Agreement and warranties (i) a resolution shall be duly adopted by the Buyer’s Board of Directors, electing the Seller’s nominees to the Buyer’s Board of Directors and (ii) a resolution shall be duly adopted appointed ▇▇▇▇▇ ▇▇▇▇ as President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct Buyer as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit a date two days subsequent to the Purchaser fully executed originals execution of the following documents:this Agreement. (i) this AgreementThe original copy of all corporate minutes and actions of the Board of Directors and shareholders of the Buyer, in four counterparts; including, but not limited records and authorizations received or issued to the Buyer’s stock transfer agent, the name and contact information of the Buyer’s tax advisors, accountants, and legal counsel, ▇▇▇▇▇ filing agent, a listing of the ▇▇▇▇▇ filing codes and such other information as may be reasonably necessary to allow the Buyer’s new officer and director to effect a timely filing of the Buyer’s periodic reports with the U.S. Securities and Exchange Commission shall be delivered to ▇▇▇▇▇ ▇▇▇▇ prior to June 20, 2009; (ii) the Custodial AgreementA copy of all contracts, in four counterparts; (iii) an Officers' Certificateagreements, in the form of Exhibit 9 heretoand commitments, including leases, and all attachments thereto; (iv) an Opinion of Counsel other documents relating to the Seller; (v) a certificate all real and personal property owned or other evidence of merger or change of name, signed or stamped leased by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, Buyer together with such other documents as may be reasonably necessary to allow the related Mortgage Loan Schedule;new officer and director of the Buyer to function as such shall be delivered to ▇▇▇▇▇ ▇▇▇▇ prior to June 20, 2009. (c) The closing documents On the Closing Date the Buyer shall have not have any obligation to issue any shares of its capital stock or any obligation to issue any security convertible or exchangeable for its capital stock or which upon exercise of any option, right, or warrant would result in the Mortgage Loans issuance of its capital. Further, the Stockholder shall have delivered to the Escrow Agent, one or more stock certificates representing the Shares to be purchased on each Funding Date shall consist of fully executed originals Cancelled together with written instructions instructing the Escrow Agent to effect the cancellation of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy Shares to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoCancelled. (d) All other terms representations and conditions warranties of this Agreement and the Purchase Price and Terms Letter Section 6 shall have been complied with. Subject to accurate, true and correct on and as of the foregoing conditionsdate of this Agreement, Purchaser and shall pay to also be accurate, true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (e) The Seller on each Funding Date and Buyer shall have compiled and prepared all documents required, including any audits of financial statements of Entest, in order that the applicable Purchase Price as provided hereinrequirements of Form 8-K may be complied with by the Buyer.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or Arrow shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter or otherwise hereunder and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, and (ii) the Administrative Agent shall have received, sufficient original (unless otherwise indicated) copies for itself and each of the Investors and the Administrative Agent’s counsel, of each of the following conditions:documents, each in form and substance satisfactory to the Administrative Agent and each Funding Agent. (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter and each of the representations other Transaction Documents executed by the Originators, the SPV and warranties of the Seller under the PHH GuideMaster Servicer, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit G, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) this Agreementthe articles of incorporation, in four counterpartscharter or other organizing document (including a limited liability company agreement, if applicable) of the SPV (certified by the Secretary of State or other similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of the SPV; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and (iv) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals H of the following documentssecretary or assistant secretary of each Originator and the Master Servicer certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) the related Purchase Price and Terms Letter together with articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of such Originator or Master Servicer (certified by the related Mortgage Loan ScheduleSecretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) this Agreement, as originally executed (subject to amendments), in four counterpartsthe by-laws of such Originator or the Master Servicer; (iii) resolutions of the Custodial board of directors or other governing body of such Originator or the Master Servicer authorizing the execution, delivery and performance by it of this Agreement, as originally executed the First Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (subject to amendments)including shareholder consents) and government approvals, in four counterparts;if any; and (iv) an Officers' Certificatethe incumbency, in authority and signature of each officer of such Originator or the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to Master Servicer executing the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoTransaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other terms and conditions similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the Purchase Price other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each Originator and Terms Letter shall have been complied with. Subject the Master Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the foregoing conditionstransactions contemplated by this Agreement and the other Transaction Documents, Purchaser in each case, dated as of a recent date. (f) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Administrative Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming Arrow, as debtor, in favor of the SPV, as secured party and Administrative Agent for the benefit of the Investors, assignee or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (h) Acknowledgment copies of proper financing statements (Form UCC-1 or Form PPSA 1[c] [Ontario]) or certified statements (Form RG), as applicable, filed on or before the initial Investment Date naming the applicable Originator, as the debtor, in favor of Arrow, as secured party, and the Administrative Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV. (j) Copies of proper financing statements (Form UCC-3 or Form PPSA 2[c]) or certified statements (Form RG), as applicable, or appropriate acknowledgments, waivers or consents, if any, filed or obtained on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by any Originator. (k) Certified copies of requests for information or copies (Form UCC-11, PPSA Registration System Inquiry Response Certificate or Certified Statement) (or a similar search report certified by parties acceptable to the Administrative Agent) dated a date reasonably near the date of the initial Investment listing all effective financing statements which name the SPV or an Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Administrative Agent may reasonably request together with copies of such financing statements (none of which shall pay cover any Receivables, other Affected Assets or Contracts), and similar search reports with respect to Seller federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no such liens on any of the Receivables, other Affected Assets or Contracts. (l) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (m) A favorable opinion of Milbank, Tweed, H▇▇▇▇▇ & M▇▇▇▇▇ LLP, (i) special counsel to the SPV, the Master Servicer and the Originators, substantially in the form set forth in Exhibit I-2, including the time period over which UCC financing statements filed in all appropriate jurisdictions remain effective and as to such other matters as any Funding Agent may reasonably request, (ii) a favorable opinion of Davies, Ward, P▇▇▇▇▇▇▇ & Vineberg LLP, special counsel to the SPV, the Master Servicer and the Originator, substantially in the form set forth in Exhibit I-3, and (iii) a favorable opinion of R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, counsel to the SPV, the Master Servicer and certain Originators substantially in the form set forth in Exhibit I-1. (n) A favorable opinion of Milbank, Tweed, H▇▇▇▇▇ & M▇▇▇▇▇ LLP, special counsel to the SPV, the Master Servicer and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Administrative Agent, Administrative Agent’s counsel and each Funding Date Agent. (o) A listing in form reasonably acceptable to the Administrative Agent setting forth all Receivables and the Unpaid Balances thereon as of March 2, 2001 and such other information as the Administrative Agent may reasonably request. (p) Satisfactory results of a review and audit by the Administrative Agent and each Investor (including discussions with the Originators’ independent accountants) of the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (q) A Master Servicer Report as of March 2, 2001 showing the calculation of the Net Investment and Required Reserves after giving effect to the initial Investment. (r) Evidence of the appointment of Arrow as agent for process as required by Section 11.4(c). (s) Evidence that each of the Collection Account and the Funding Account required to be established hereunder has been established. (t) To the extent required by each Conduit Investor’s commercial paper program documents, a letter from the applicable Purchase Price rating agencies confirming that such Conduit Investor’s participation in the transaction contemplated by this Agreement will not result in the withdrawal or downgrading of the rating of such Conduit Investor’s commercial paper. (u) Such other approvals, documents, instruments, certificates and opinions as provided hereinthe Administrative Agent, any Funding Agent or any Investor, may reasonably request.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originators shall have paid in full (A) all amounts required to be paid by each of them on or prior to the Closing Date pursuant to the Fee Letters and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, (ii) satisfactory completion by the Agent of its due diligence process, and (iii) each Managing Agent shall have received, for itself and each of the Investors in its Investor Group, counterparts of each of the following conditionsdocuments, each in form and substance satisfactory to each Managing Agent: (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Guaranty, the Fee Letters, the Notice Letter Agreement and each of the representations and warranties of other Transaction Documents executed by the Seller under Originators, the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice SPV or the passage of timeServicer, would constitute an Event of Default under this Agreement or under the PHH Guide;as applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit E, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and attaching as exhibits thereto, among other things: (i) the organizational documents; (ii) resolutions of the board of managers or other governing body of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary limited liability company action and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in four counterpartsthe form of Exhibit F, of the secretary or assistant secretary of each Originator and the Servicer certifying and attaching as exhibits thereto, among other things: (i) the articles of incorporation or other organizing document of each Originator and the Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreementby-laws or operating agreement, in four counterpartsas applicable, of each Originator and the Servicer; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of each Originator and the Servicer authorizing the execution, in delivery and performance by it of this Agreement, the form of Exhibit 9 heretoFirst Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of each of the Seller; (v) a certificate Originators and the Servicer executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of formation, dated as of a recent date. (e) A good standing certificate for each of the Originators and the Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, dated as of a recent date. (f) Acknowledgment copies or other terms evidence of filing acceptable to the Agent of proper financing statements, naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Secured Parties or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and conditions the other Affected Assets. (g) Acknowledgment copies or other evidence of this filing acceptable to the Agent of proper financing statements, naming each Originator, as the debtor, in favor of the SPV, as assignor secured party, and the Agent, for the benefit of the Secured Parties, as assignee secured party, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (h) Copies of proper financing statements necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by each Originator and the SPV. (i) Certified copies of requests for information or copies (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the Closing Date listing all effective financing statements which name the SPV or each Originator as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Agent may reasonably request, together with copies of such financing statements, and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions. (j) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (k) A favorable opinion of ▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel of ▇▇▇▇▇, Inc., covering certain corporate matters with respect to the Servicer, the Delta Originator, the AFM Originator, the Caraustar Mill Originator, the Caraustar Industrial Originator, the Caraustar Fiber Originator, the Newark Originator, the Caraustar Consumer Originator, the Caraustar Custom Originator, the Tama Originator, the Cascade Originator and the SPV in form and substance satisfactory to the Agent and Agent’s counsel. (l) A favorable opinion of Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, special counsel to the SPV, the Servicer and the Originators, covering certain corporate and UCC matters in form and substance satisfactory to the Agent and Agent’s counsel. (m) A favorable opinion of Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, special counsel to the SPV and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Agent and Agent’s counsel. (n) An electronic file identifying all Receivables and the Unpaid Balances thereon and such other information with respect to the Receivables as any Managing Agent may reasonably request. (o) Satisfactory results of a review and audit of the SPV’s and the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (p) A Servicer Report as of August 31, 2019. (q) Evidence that the Purchase Price Collection Account has been established. (r) Executed copies of the Rabobank Assignment, in form and Terms Letter shall have been complied with. Subject substance satisfactory to the foregoing conditionsAgent and Agent’s counsel. (s) Such other approvals, Purchaser shall pay to Seller on each Funding Date documents, instruments, certificates and opinions as the applicable Purchase Price as provided hereinAgent, any Managing Agent, any Administrator or any Investor may reasonably request.

Conditions Precedent to Closing. Each purchase The effectiveness of Mortgage Loans hereunder shall be this Agreement is subject to each the condition precedent that Agent shall consent to or shall have received, in form and substance satisfactory to Agent, such documents, and completion of the following conditionssuch other matters, as Agent may reasonably deem necessary or appropriate, including, without limitation: (a) All of duly executed original signatures to this Agreement, the representations Perfection Certificate and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guideother Loan Documents to which Borrower is a party; (b) On or before the duly executed original Secured Promissory Notes in favor of each Funding Date, the Seller shall submit Lender with a face amount equal to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage such Lender’s Term Loan ScheduleCommitment; (c) The closing documents for [Reserved]; (d) the Mortgage Loans to be purchased on each Funding Date shall consist Operating Documents of fully executed originals Borrower certified by the Secretary of State of the following documents:state of organization of Borrower as of a date no earlier than thirty (30) days prior to the Closing Date; (e) good standing certificates dated as of a date no earlier than thirty (30) days prior to the Closing Date to the effect that Borrower is qualified to transact business in all states in which the nature of Borrower’s business so requires; (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (g) certified copies, dated as of a recent date, of financing statement searches, as Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (h) a landlord’s consent executed in favor of Agent in respect of Borrower’s facilities located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedulea landlord’s consent executed in favor of Agent in respect of Borrower’s facilities located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (iij) this Agreement, a duly executed legal opinion of Borrower’s counsel dated as originally executed (subject to amendments), in four counterpartsof the Closing Date; (iiik) the Custodial a Registration Rights Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments /Investors’ Rights Agreement and any amendments thereto; (vl) an Opinion a duly executed copy of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans)Series D Equity Agreement and any amendments thereto, and all other related documents; (vim) evidence satisfactory to Agent that the related Mortgage Loan Scheduleinsurance policies required by Section 6.5 hereof are in full force and effect, one copy to be attached to each counterpart together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of this AgreementAgent, and to each counterpart for the ratable benefit of Lenders; (n) payment of the related Custodial AgreementClosing Fee described in Section 2.4(a); and (viio) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter evidence that Borrower shall have been complied with. Subject received net cash proceeds of not less than FOUR MILLION, FIVE HUNDRED THOUSAND AND NO/100 Dollars ($4,500,000.00) from the sale of Borrower’s Series D Stock to existing shareholders after May 24, 2011 and on or prior to the foregoing conditionsClosing Date, Purchaser shall pay to Seller on each Funding Date pursuant to, and in accordance with, the applicable Purchase Price as provided hereinSeries D Equity Agreement.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each The Commitments of the Lenders and the obligation of the LC Issuing Bank to issue Letters of Credit shall not become effective unless the following conditionsconditions precedent shall have been fulfilled: (a) All The Agent shall have received the following, each dated the date of the representations Closing, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of Lenders and in sufficient copies for the following documentsLC Issuing Bank and each Lender: (i) this Agreement, in four counterpartsduly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.15 payable to the Custodial Agreementorder of each such Lender, in four counterpartsduly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Officers' Certificate, in Assistant Secretary of the form of Exhibit 9 hereto, including all attachments theretoBorrower; (iv) a certificate of the Secretary or an Opinion Assistant Secretary of Counsel the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the Sellerother Loan Documents to which it is, or is to be, a party; (v) a certificate copies of the Certificate of Incorporation (or other evidence comparable charter document) and by-laws of merger or change of namethe Borrower, signed or stamped together with all amendments thereto, certified by the applicable regulatory authority, if any, which states that Secretary or an Assistant Secretary of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableBorrower; (vi) the related Purchase Price and Terms Lettercopies of all Governmental Approvals, together if any, required in connection with the related Mortgage execution, delivery and performance of this Agreement and the other Loan ScheduleDocuments, certified by the Secretary or an Assistant Secretary of the Borrower; (cvii) copies of the financial statements referred to in Section 4.01(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (B) In-house counsel of the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (C) King & Spalding LLP, special New York counsel to the Agent, in substantially the form of Exhibit 3.01(a)(viii)-3 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (ix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The closing documents for following statements shall be true and correct, and the Mortgage Loans to be purchased on each Funding Date Agent shall consist have received a certificate of fully executed originals a duly authorized officer of the following documentsBorrower, dated the date of the Closing and in sufficient copies for each Lender, stating that: (i) the related Purchase Price representations and Terms Letter together with warranties set forth in Section 4.01 of this Agreement are true and correct on and as of the related Mortgage Loan Schedule;date of the Closing as though made on and as of such date, and (ii) this Agreement, as originally executed (subject to amendments), in four counterparts;no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (iiic) the Custodial Agreement, as originally executed The Borrower shall have paid (subject to amendments), in four counterparts; (ivi) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel fees payable hereunder or payable pursuant to the Seller (Administrative Agency and Arranger Fee Letter to the extent requested by then due and payable, and (ii) all costs and expenses of the Seller with respect to a specific sale of Mortgage Loans); Agent (viincluding counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms and conditions of this Agreement and The Agent shall have received evidence that all amounts outstanding under the Purchase Price and Terms Letter Existing Facility, whether for principal, interest, fees or otherwise, shall have been complied with. Subject paid in full, and all commitments to the foregoing conditions, Purchaser lend thereunder shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinhave been terminated.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans Lender to make the Advance hereunder shall be is subject to the fulfillment or waiver, to the satisfaction of Lender, of each of the following conditionsconditions on or before the Closing Date: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event Lender shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the received each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documentsdocuments or evidence thereof, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Lender: (i) this Agreement, in four counterpartsAgreement and each other Facility Document; (ii) certified copies of (w) the Custodial Organizational Documents of Borrower (in each case, including any amendments or supplements thereto), (x) the resolutions of the directors of Borrower authorizing and approving the making and performance by Borrower of this Agreement and the other Facility Documents and the borrowing of the Advance, (y) documents evidencing all other necessary company action, governmental approvals and third-party consents, if any, with respect to this Agreement, in four counterpartsthe Pledge Agreement and any other Facility Document, and (z) the Subscription Agreement; (iii) an Officers' Certificate, in a certificate from a Responsible Officer of Borrower certifying the form names and true signatures of Exhibit 9 hereto, including all attachments theretosuch Person authorized to sign the applicable Facility Document to be delivered hereunder; (iv) an Opinion a certificate evidencing the good standing of Counsel Borrower, in its jurisdiction of formation and each other jurisdiction where it is qualified to do business dated a date not earlier than fifteen (15) Business Days prior to the SellerClosing Date; (vi) opinion of counsel to Borrower with respect to the laws of the State of New York, (ii) opinions of counsel to Lender with respect to the laws of BVI, the United Kingdom and China, and (iii) a certificate or other evidence copy of merger or change the Cayman opinion delivered under Section 6.01(c) of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableSubscription Agreement; (vi) the related Purchase Price Rule 144 Rider; (vii) the Consent Letter and Terms the Comfort Letter; (viii) the original certificates evidencing sufficient SINA Shares to cause the LTV Ratio to be no greater than the Initial Maximum LTV Ratio, together with the related Mortgage Loan Scheduleduly executed stock transfer powers in blank; (cix) The closing documents for the Mortgage Loans evidence that SINA has obtained all consents, approvals, filings, notices, applications, disclosures, and statements required to be purchased on each Funding Date shall consist of fully executed originals obtained prior to the issuance of the following documents: (i) SINA Shares under the related Purchase Price Subscription Agreement, and Terms Letter together with the related Mortgage Loan Schedulea copy of each such consent, approval, filing, notice, application, disclosure, and statement; (iix) this Agreementevidence that Borrower shall have duly appointed National Corporate Research, Ltd. as originally executed (subject its process agent to amendments)accept such service of any and all such writs, in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart process and summonses for any action arising out of this Agreement, and to each counterpart of the related Custodial AgreementAgreement or any other Facility Document; and (viixi) an Assignmentthe results of tax, Assumption judgment and Recognition Agreement, Lien searches on Borrower in the form District of Exhibit 2.05 heretoColumbia dated no later than 10 days from the Closing Date. (db) All other terms and conditions of this Agreement and There is sufficient Collateral in the Purchase Price and Terms Letter shall have been complied with. Subject Collateral Account such that, after giving effect to the foregoing conditionsAdvance, Purchaser shall pay the LTV Ratio as of the Closing Date is equal to Seller on each Funding Date or less than the applicable Purchase Price as provided hereinInitial Maximum LTV Ratio.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originators shall have paid in full (A) all amounts required to be paid by each of them on or prior to the Closing Date pursuant to the Fee Letters and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, (ii) satisfactory completion by the Agent of its due diligence process, and (iii) each Managing Agent shall have received, for itself and each of the Investors in its Investor Group, counterparts of each of the following conditionsdocuments, each in form and substance satisfactory to each Managing Agent: (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Guaranty, the Fee Letters, the Notice Letter Agreement and each of the representations and warranties of other Transaction Documents executed by the Seller under Originators, the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice SPV or the passage of timeServicer, would constitute an Event of Default under this Agreement or under the PHH Guide;as applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit E, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and attaching as exhibits thereto, among other things: (i) the organizational documents; (ii) resolutions of the board of managers or other governing body of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary limited liability company action and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in four counterpartsthe form of Exhibit F, of the secretary or assistant secretary of each Originator and the Servicer certifying and attaching as exhibits thereto, among other things: (i) the articles of incorporation or other organizing document of each Originator and the Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreementby-laws or operating agreement, in four counterpartsas applicable, of each Originator and the Servicer; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of each Originator and the Servicer authorizing the execution, in delivery and performance by it of this Agreement, the form of Exhibit 9 heretoFirst Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of each of the Seller; (v) a certificate Originators and the Servicer executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of formation, dated as of a recent date. (e) A good standing certificate for each of the Originators and the Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, dated as of a recent date. (f) Acknowledgment copies or other terms evidence of filing acceptable to the Agent of proper financing statements, naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Secured Parties or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and conditions the other Affected Assets. (g) Acknowledgment copies or other evidence of this filing acceptable to the Agent of proper financing statements, naming each Originator, as the debtor, in favor of the SPV, as assignor secured party, and the Agent, for the benefit of the Secured Parties, as assignee secured party, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (h) Copies of proper financing statements necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by each Originator and the SPV. (i) Certified copies of requests for information or copies (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the Closing Date listing all effective financing statements which name the SPV or each Originator as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Agent may reasonably request, together with copies of such financing statements, and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions. (j) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (k) A favorable opinion of ▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel of ▇▇▇▇▇, Inc., covering certain corporate matters with respect to the Servicer, the Delta Originator, the AFM Originator, the Caraustar Mill Originator, the Caraustar Industrial Originator, the Caraustar Fiber Originator, the Newark Originator, the Caraustar Consumer Originator, the Tama Originator, the Cascade Originator and the SPV in form and substance satisfactory to the Agent and Agent’s counsel. (l) A favorable opinion of Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, special counsel to the SPV, the Servicer and the Originators, covering certain corporate and UCC matters in form and substance satisfactory to the Agent and Agent’s counsel. (m) A favorable opinion of Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, special counsel to the SPV and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Agent and Agent’s counsel. (n) An electronic file identifying all Receivables and the Unpaid Balances thereon and such other information with respect to the Receivables as any Managing Agent may reasonably request. (o) Satisfactory results of a review and audit of the SPV’s and the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (p) A Servicer Report as of August 31, 2019. (q) Evidence that the Purchase Price Collection Account has been established. (r) Executed copies of the Rabobank Assignment, in form and Terms Letter shall have been complied with. Subject substance satisfactory to the foregoing conditionsAgent and Agent’s counsel. (s) Such other approvals, Purchaser shall pay to Seller on each Funding Date documents, instruments, certificates and opinions as the applicable Purchase Price as provided hereinAgent, any Managing Agent, any Administrator or any Investor may reasonably request.

Conditions Precedent to Closing. Each purchase 5.1 Conditions Precedent to the Obligation of Mortgage Loans hereunder CellStar Asia to Close. The ---------------------------------------------------------------- obligation of CellStar Asia to close shall be subject to each of the following conditionsconditions precedent: (a) All Fulfillment by Leap of the its obligations and agreements as set forth in this Agreement. (b) The representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under Leap contained in this Agreement shall be true accurate in all material respects on the date when made and correct as of shall also be accurate on the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit Closing Date to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, same extent as if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;made on such date. (c) The closing documents for execution and delivery at Closing of an Employment Agreement between the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price CellStar Pacific and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇ in the form attached hereto as Exhibit A providing for the continued employment of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion ▇▇. ▇▇▇ for a --------- period of Counsel to time following the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms The execution and delivery at Closing of a Registration Rights Agreement between CellStar Corporation and Leap in the form attached hereto as Exhibit B. --------- (e) The execution and delivery at the Closing of an Exchange Agreement between CellStar Corporation ("CellStar") and Leap in the form attached hereto as Exhibit C. --------- 5.2 Conditions Precedent to the Obligation of Leap to Close. The ------------------------------------------------------- obligation of Leap to close shall be subject to the following conditions precedent: (a) Fulfillment by CellStar Asia of its obligations and agreements set forth in this Agreement. (b) The representations and warranties of CellStar Asia contained in this Agreement shall be accurate in all material respects on the date when made and shall also be accurate on the Purchase Price and Terms Letter shall have been complied with. Subject Closing Date to the foregoing conditions, Purchaser shall pay to Seller same extent as if made on each Funding Date such date. (c) The execution and delivery at Closing of an Employment Agreement between the applicable Purchase Price CellStar Pacific and ▇▇. ▇▇▇ in the form attached hereto as provided hereinExhibit A providing for the continued employment of ▇▇. ▇▇▇ for a period of --------- time following the Closing. (d) The execution and delivery at Closing of a Registration Rights Agreement between CellStar Corporation and Leap in the form attached hereto as Exhibit B. --------- (e) The execution and delivery at the Closing of an Exchange Agreement between CellStar and Leap in the form attached hereto as Exhibit C. ---------

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder (a) The following shall be subject conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (the “Purchaser’s Conditions Precedent”): (i) Purchaser shall not have terminated this Agreement in accordance with Section 4, Section 5, Section 16(a), Section 16(b), Section 17 or any other applicable section of this Agreement within the time periods described in said sections. (ii) Title Company shall be irrevocably committed to issue, at the Closing, the Approved Title Policy. (iii) Purchaser shall have received, no less than three (3) business days prior to the Closing, executed estoppel certificates in the form of the Approved Estoppels (as defined below) (with no changes other than de minimis changes reasonably approved by Purchaser) and not disclosing the existence of any default under the Leases referenced therein, from tenants occupying at least eighty percent (80%) of the leasable space in the Improvements which is leased as of the date of this Agreement and specifically including all of the Major Tenants (as defined below). Each executed estoppel certificate delivered to Purchaser shall be deemed to be satisfactory to Purchaser unless Purchaser provides Seller with written notice within three (3) business days of Purchaser’s receipt of such estoppel certificate of its disapproval of such estoppel certificate and the basis of such disapproval. A “Major Tenant” means each of the following conditions: tenants at the Property: Usability, PDI, Trilogy and ▇▇▇▇▇▇▇▇. Seller’s failure to obtain said estoppel certificates shall not be a default by Seller under this Agreement. Seller shall prepare, or cause to be prepared, and deliver, on or before December 6, 2012, to Purchaser for review and approval the estoppel certificates Seller intends to deliver to the tenants, which shall be based on the form of estoppel certificate in the form attached hereto as Exhibit D. If Purchaser fails to notify Seller of its approval of, or any changes to, the estoppel certificates it receives from Seller for approval within three (a3) All business days following Purchaser’s receipt of the representations and warranties same, Seller may forward such estoppel certificates to all the tenants of the Property without Purchaser’s prior approval. Seller under shall, not later than promptly after the PHH Guide, and expiration of the Sellers and Purchaser under this Agreement shall Due Diligence Period, remit, or cause to be true and correct as remitted, the estoppel certificates to all the tenants of the related Funding DateProperty for signature with any corrections provided by Purchaser. Estoppel certificates prepared by Seller and approved (or deemed approved) by Purchaser as provided above are referred to, and no event shall have occurred whichcollectively, with notice or as “Approved Estoppels”. Notwithstanding the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificateforegoing, in the form of Exhibit 9 heretoevent the condition described in this Section 9(a)(iii) shall not have been satisfied, including all attachments thereto; (iv) an Opinion of Counsel either Seller or Purchaser may elect by notice to the Seller; other to extend the Closing for a period not to exceed thirty (v30) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans days in order to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretosatisfy such condition. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The effectiveness of Mortgage Loans hereunder shall be this Agreement is subject to the fulfillment or waiver of each of the following conditionsconditions precedent: (a) All The Administrative Agent shall have received originals or telecopies (or in pdf or other electronic format) (followed promptly by originals) unless otherwise specified of the representations and warranties following, each properly executed by a Responsible Officer of the Seller under the PHH Guideeach applicable Loan Party, and of each (unless otherwise specified below) dated the Sellers Closing Date and Purchaser under this Agreement shall be true in form and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance reasonably satisfactory to the Purchaser fully executed originals of the following documentsAdministrative Agent: (i) executed counterparts of this Agreement, in four counterpartsAgreement and the Collateral Documents; (ii) a certificate from a Responsible Officer of each Loan Party attaching certified copies of (x) the Custodial AgreementOrganizational Documents of such Loan Party (in each case, in four counterpartsincluding any amendments or supplements thereto), (y) the resolutions authorizing and approving the making and performance by such Loan Party of this Agreement and the other Facility Documents and the borrowing and Guarantee, as applicable, of the Loans and (z) (1) documents evidencing all other necessary company action, governmental approvals and third-party consents, if any, with respect to this Agreement and any other Facility Document or (2) stating that no such action, approval or consents are required; (iii) an Officers' Certificate, in a certificate from a Responsible Officer of each Loan Party certifying the form names and true signatures of Exhibit 9 hereto, including all attachments theretoeach Person authorized to sign the applicable Facility Document to be delivered hereunder; (iv) an Opinion a certificate of Counsel to recent date evidencing the Sellergood standing of each Loan Party in its jurisdiction of formation; (v) a certificate or other evidence opinions of merger or change of namecounsel to the Loan Parties addressed to Administrative Agent and the Lenders, signed or stamped by in form and substance reasonably satisfactory to the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableAdministrative Agent; (vi) the related Purchase Price results of tax, judgment and Terms LetterLien searches of recent date on the Loan Parties in the jurisdictions of formation of the Loan Parties; (vii) all applicable “know your customer” and other account opening documentation required by Administrative Agent to be provided by the Loan Parties; and (viii) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents, together covering the Collateral described in the Collateral Documents. (b) In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid, perfected first priority security interest in the personal property Collateral (subject only to Liens approved by the Collateral Agent), each Loan Party shall have delivered to the Collateral Agent: (i) (A) certificates representing the Certificated Securities and all other certificated securities constituting Investment Property as defined and pledged under the Collateral Documents accompanied by undated stock powers executed in blank and (B) proper UCC financing statements in form appropriate for filing under the UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents, covering the Collateral described in the Collateral Documents; and (ii) If so requested by the Collateral Agent, fully executed intellectual property security agreements, as applicable, in proper form for filing or recording with the related Mortgage Loan Schedule;United States Patent and Trademark Office and the United States Copyright Office, memorializing and recording the encumbrance of the intellectual property assets listed in Annexes I, J and K to the Security Agreement. (c) The closing documents Collateral Agent shall have received a certificate from the Borrower’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.01(e) is in full force and effect, together with evidence that the Collateral Agent, for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals benefit of the following documents: (i) Secured Parties, has the related Purchase Price and Terms Letter together with benefit of the related Mortgage Loan Schedule; (ii) this Agreement, lender loss payee clause thereunder and/or has been named as originally executed (subject to amendments)additional insured, in four counterparts; (iii) the Custodial Agreementeach case, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loansrequired under Section 5.01(e); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter The Borrower shall have been complied with. Subject paid all fees required to be paid on or before the foregoing conditionsClosing Date and fees, Purchaser shall pay charges and disbursements of counsel to Seller on each Funding Date the applicable Purchase Price as provided hereinany Agent.

Conditions Precedent to Closing. Each purchase 5.1 Parties' conditions precedent prior to the Closing Date. All of Mortgage Loans hereunder shall be subject to the rights, duties and obligations of each of the Parties hereto under this Agreement are subject to the following conditions:conditions precedent for the exclusive benefit of each of the Parties fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the case may be, as soon as possible after the Effective Date, however, unless specifically indicated as otherwise, not later than one year after the Effective Date and not late than 60 calendar days prior to the Closing Date (as hereinafter defined; and such date being the "Subject Removal Date" herein): (a) All receipt of all necessary approvals, including Regulatory Approval, from all Regulatory Authorities having jurisdiction over the representations Parties hereto and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) transactions contemplated by this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence terms and conditions of merger or change of name, signed or stamped and the transactions contemplated by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (viib) if required, shareholders of the Optionee passing an Assignmentordinary resolution or, Assumption and Recognition Agreementwhere required, in a special resolution, approving the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and all of the Purchase Price and Terms Letter shall have been complied with. Subject transactions contemplated hereby or, in the alternative, shareholders of the Optionee holding 100% of the issued shares of the Optionee providing written consent resolutions evidencing their approval to the foregoing conditionsterms and conditions of this Agreement and all of the transactions contemplated hereby. 5.2 Parties' waiver of conditions precedent. The conditions precedent set forth in section "5.1" hereinabove are for the exclusive benefit of each of the Parties hereto and may be waived by each or any of the Parties in writing and in whole or in part at any time, Purchaser shall pay to Seller on each Funding Date however, not later than the applicable Purchase Price as provided hereinSubject Removal Date.

Conditions Precedent to Closing. Each purchase 5.1 Conditions Precedent to the Obligation of Mortgage Loans hereunder CellStar to Close. The ----------------------------------------------------------- obligation of CellStar to close shall be subject to each of the following conditionsconditions precedent: (a) All Fulfillment by Leap of the its covenants and agreements as set forth in this Agreement. (b) The representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under Leap contained in this Agreement shall be true accurate in all material respects on the date when made and correct as of shall also be accurate on the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit Closing Date to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, same extent as if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;made on such date. (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist execution and delivery at Closing of fully executed originals of the following documents: (i) the related Purchase Price an Employment Agreement between CellStar Pacific and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇ in the form attached hereto as Exhibit A providing for the continued employment of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion ▇▇. ▇▇▇ for a period --------- of Counsel to time following the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms The execution and delivery at Closing of a Registration Rights Agreement between CellStar and Leap in the form attached hereto as Exhibit ------- B. - (e) The execution and delivery at the Closing of a Purchase Agreement between CellStar (Asia) Corporation Ltd. ("CellStar Asia") and Leap in the form attached hereto as Exhibit C. --------- 5.2 Conditions Precedent to the Obligation of Leap to Close. The ------------------------------------------------------- obligation of Leap to close shall be subject to the following conditions precedent: (a) Fulfillment by CellStar of its obligations and agreements set forth in this Agreement. (b) The representations and warranties of CellStar contained in this Agreement shall be accurate in all material respects on the date when made and shall also be accurate on the Purchase Price and Terms Letter shall have been complied with. Subject Closing Date to the foregoing conditions, Purchaser shall pay to Seller same extent as if made on each Funding Date such date. (c) The execution and delivery at Closing of an Employment Agreement between CellStar Pacific and ▇▇. ▇▇▇ in the applicable form attached hereto as Exhibit ------- A providing for the continued employment of ▇▇. ▇▇▇ for a period of time - following the Closing. (d) The execution and delivery at Closing of a Registration Rights Agreement between CellStar and Leap in the form attached hereto as Exhibit ------- B. - (e) The execution and delivery at the Closing of a Purchase Price Agreement between CellStar Asia and Leap in the form attached hereto as provided herein.Exhibit C. ---------

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originators shall have paid in full (A) all amounts required to be paid by each of them on or prior to the Closing Date pursuant to the Fee Letters and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, (ii) satisfactory completion by the Agent of its due diligence process, and (iii) each Managing Agent shall have received, for itself and each of the Investors in its Investor Group, counterparts of each of the following conditionsdocuments, each in form and substance satisfactory to each Managing Agent: (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Guaranty, the Fee Letters, the Notice Letter Agreement and each of the representations and warranties of other Transaction Documents executed by the Seller under Originators, the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice SPV or the passage of timeServicer, would constitute an Event of Default under this Agreement or under the PHH Guide;as applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit E, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and attaching as exhibits thereto, among other things: (i) the organizational documents; (ii) resolutions of the board of managers or other governing body of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary limited liability company action and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in four counterpartsthe form of Exhibit F, of the secretary or assistant secretary of each Originator and the Servicer certifying and attaching as exhibits thereto, among other things: (i) the articles of incorporation or other organizing document of each Originator and the Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreementby-laws or operating agreement, in four counterpartsas applicable, of each Originator and the Servicer; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of each Originator and the Servicer authorizing the execution, in delivery and performance by it of this Agreement, the form of Exhibit 9 heretoFirst Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of each of the Seller; (v) a certificate Originators and the Servicer executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of formation, dated as of a recent date. (e) A good standing certificate for each of the Originators and the Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, dated as of a recent date. (f) Acknowledgment copies or other terms evidence of filing acceptable to the Agent of proper financing statements, naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Secured Parties or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all 57 appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and conditions the other Affected Assets. (g) Acknowledgment copies or other evidence of this filing acceptable to the Agent of proper financing statements, naming each Originator, as the debtor, in favor of the SPV, as assignor secured party, and the Agent, for the benefit of the Secured Parties, as assignee secured party, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (h) Copies of proper financing statements necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by each Originator and the SPV. (i) Certified copies of requests for information or copies (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the Closing Date listing all effective financing statements which name the SPV or each Originator as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Agent may reasonably request, together with copies of such financing statements, and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions. (j) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (k) A favorable opinion of ▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel of ▇▇▇▇▇, Inc., covering certain corporate matters with respect to the Servicer, the Delta Originator, the AFM Originator, the Caraustar Mill Originator, the Caraustar Industrial Originator, the Caraustar Fiber Originator, the Newark Originator, the Caraustar Consumer Originator, the Cascade Originator and the SPV in form and substance satisfactory to the Agent and Agent’s counsel. (l) A favorable opinion of ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, special counsel to the SPV, the Servicer and the Originators, covering certain corporate and UCC matters in form and substance satisfactory to the Agent and Agent’s counsel. (m) A favorable opinion of ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, special counsel to the SPV and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Agent and Agent’s counsel. (n) An electronic file identifying all Receivables and the Unpaid Balances thereon and such other information with respect to the Receivables as any Managing Agent may reasonably request. (o) Satisfactory results of a review and audit of the SPV’s and the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (p) A Servicer Report as of August 31, 2019. (q) Evidence that the Purchase Price Collection Account has been established. (r) Executed copies of the Rabobank Assignment, in form and Terms Letter shall have been complied with. Subject substance satisfactory to the foregoing conditionsAgent and Agent’s counsel. (s) Such other approvals, Purchaser shall pay to Seller on each Funding Date documents, instruments, certificates and opinions as the applicable Purchase Price as provided hereinAgent, any Managing Agent, any Administrator or any Investor may reasonably request.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originator shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter and (B) the fees and expenses described in clause (i) of Section 9.5 and invoiced prior to the Closing Date, and (ii) the Facility Agent shall have received, for itself and each of the following conditionsAdministrators and Lenders and the Facility Agent’s counsel, each of the following, each in form and substance satisfactory to the Facility Agent: (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter, the Backup Servicer Fee Letter, the Custodial Agreement, and each of the representations and warranties of other Transaction Documents executed by the Seller under Originator, the PHH GuideSPV, the Servicer, the Backup Servicer, and of the Sellers and Purchaser under this Agreement shall be true and correct Custodian, as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On A certificate of the secretary or before assistant secretary of the each Funding DateSPV, the Seller shall submit in form and substance satisfactory to the Purchaser fully executed originals Facility Agent, certifying and (in the case of the following documentsclauses (i) and (ii)) attaching as exhibits thereto, among other things: (i) the limited liability company agreement and certificate of formation or other formation document of the SPV (certified by the Secretary of State or other similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) resolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary limited liability company action (including shareholder consents) and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate of the secretary or assistant secretary of the Originator and the Servicer, in four counterpartsform and substance satisfactory to the Facility Agent, certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things: (i) the articles of incorporation, charter or other organizing document of the Originator and the Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of the Originator and the Servicer; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of the Originator and the Servicer authorizing the execution, in delivery and performance by it of this Agreement, as applicable, the form of Exhibit 9 heretoFirst Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of the Seller; (v) a certificate Originator and the Servicer executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All other terms and conditions A good standing certificate for the SPV issued by the Secretary of this Agreement State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, dated as of a recent date. (e) A good standing certificate for each of the Originator and the Purchase Price Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and Terms Letter shall have been complied with. Subject principal place of business, dated as of a recent date. (f) Copies of proper financing statements (Form UCC-1), in form and substance satisfactory to the foregoing conditionsFacility Agent, Purchaser to be filed on or before the Closing Date naming the SPV, as debtor, in favor of the Facility Agent, as secured party, for the benefit of the Lenders or other similar instruments or documents as may be necessary or in the reasonable opinion of the Facility Agent desirable under the UCC of all appropriate jurisdictions or any comparable Law to perfect the Facility Agent’s security interest in all Pool Receivables and the other Affected Assets. (g) Copies of proper financing statements (Form UCC-1), in form and substance satisfactory to the Facility Agent, to be filed on or before the Closing Date naming the Originator as the debtor, in favor of the SPV, as secured party, and the Facility Agent, for the benefit of the Lenders, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Facility Agent desirable under the UCC of all appropriate jurisdictions or any comparable Law to perfect the SPV’s interest in all Pool Receivables and the other Affected Assets. (h) Copies of proper financing statements (Form UCC-3), if any, filed on or before the Closing Date necessary to terminate all security interests and other rights of any Person in Pool Receivables or the other Affected Assets previously granted by the SPV. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the Closing Date necessary to terminate all security interests and other rights of any Person in Pool Receivables or the other Affected Assets previously granted by the Originator. (j) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Facility Agent) dated a date reasonably near the date of the initial Borrowing Date listing all effective financing statements which name the SPV or the Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Facility Agent may reasonably request together with copies of such financing statements (none of which shall pay cover any Pool Receivables, other Affected Assets or Contracts), and similar search reports with respect to Seller federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no effective liens on each Funding Date any of the applicable Purchase Price as provided hereinPool Receivables, other Affected Assets or related Contracts. (k) Favorable opinions of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC special counsel to the SPV, the Servicer and the Originator, covering certain corporate, UCC, bankruptcy and insolvency matters, in form and substance reasonably satisfactory to the Facility Agent and Facility Agent’s counsel.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or Arrow shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter or otherwise hereunder and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, and (ii) the Administrative Agent shall have received, sufficient original (unless otherwise indicated) copies for itself and each of the Investors and the Administrative Agent’s counsel, of each of the following conditions:documents, each in form and substance satisfactory to the Administrative Agent and each Funding Agent. (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter and each of the representations other Transaction Documents executed by the Originators, the SPV and warranties of the Seller under the PHH GuideMaster Servicer, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit G, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) this Agreementthe articles of incorporation, in four counterpartscharter or other organizing document (including a limited liability company agreement, if applicable) of the SPV (certified by the Secretary of State or other similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of the SPV; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and (iv) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals H of the following documentssecretary or assistant secretary of each Originator and the Master Servicer certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) the related Purchase Price and Terms Letter together with articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of such Originator or Master Servicer (certified by the related Mortgage Loan ScheduleSecretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) this Agreement, as originally executed (subject to amendments), in four counterpartsthe by-laws of such Originator or the Master Servicer; (iii) resolutions of the Custodial board of directors or other governing body of such Originator or the Master Servicer authorizing the execution, delivery and performance by it of this Agreement, as originally executed the First Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (subject to amendments)including shareholder consents) and government approvals, in four counterparts;if any; and (iv) an Officers' Certificatethe incumbency, in authority and signature of each officer of such Originator or the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to Master Servicer executing the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoTransaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other terms and conditions similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the Purchase Price other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each Originator and Terms Letter shall have been complied with. Subject the Master Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the foregoing conditionstransactions contemplated by this Agreement and the other Transaction Documents, Purchaser in each case, dated as of a recent date. (f) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Administrative Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming Arrow, as debtor, in favor of the SPV, as secured party and Administrative Agent for the benefit of the Investors, assignee or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (h) Acknowledgment copies of proper financing statements (Form UCC-1) filed on or before the initial Investment Date naming the applicable Originator, as the debtor, in favor of Arrow, as secured party, and the Administrative Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV. (j) Copies of proper financing statements (Form UCC-3) or appropriate acknowledgments, waivers or consents, if any, filed or obtained on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by any Originator. (k) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Administrative Agent) dated a date reasonably near the date of the initial Investment listing all effective financing statements which name the SPV or an Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Administrative Agent may reasonably request together with copies of such financing statements (none of which shall pay cover any Receivables, other Affected Assets or Contracts), and similar search reports with respect to Seller federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no such liens on any of the Receivables, other Affected Assets or Contracts. (l) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (m) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, (i) special counsel to the SPV, the Master Servicer and the Originators, substantially in the form set forth in Exhibit I-2, including the time period over which UCC financing statements filed in all appropriate jurisdictions remain effective and as to such other matters as any Funding Agent may reasonably request, (ii) a favorable opinion of Davies, Ward, ▇▇▇▇▇▇▇▇ & Vineberg LLP, special counsel to the SPV, the Master Servicer and the Originator, substantially in the form set forth in Exhibit I-3, and (iii) a favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, counsel to the SPV, the Master Servicer and certain Originators substantially in the form set forth in Exhibit I-1. (n) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to the SPV, the Master Servicer and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Administrative Agent, Administrative Agent’s counsel and each Funding Date Agent. (o) A listing in form reasonably acceptable to the Administrative Agent setting forth all Receivables and the Unpaid Balances thereon as of March 2, 2001 and such other information as the Administrative Agent may reasonably request. (p) Satisfactory results of a review and audit by the Administrative Agent and each Investor (including discussions with the Originators’ independent accountants) of the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (q) A Master Servicer Report as of March 2, 2001 showing the calculation of the Net Investment and Required Reserves after giving effect to the initial Investment. (r) Evidence of the appointment of Arrow as agent for process as required by Section 11.4(c). (s) Evidence that each of the Collection Account and the Funding Account required to be established hereunder has been established. (t) To the extent required by each Conduit Investor’s commercial paper program documents, a letter from the applicable Purchase Price rating agencies confirming that such Conduit Investor’s participation in the transaction contemplated by this Agreement will not result in the withdrawal or downgrading of the rating of such Conduit Investor’s commercial paper. (u) Such other approvals, documents, instruments, certificates and opinions as provided hereinthe Administrative Agent, any Funding Agent or any Investor, may reasonably request.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each Borrower agrees that Borrower will perform and satisfy all of the following conditionsconditions precedent, and Borrower agrees that Lender’s obligation to close the Loan and to fund the Loan, is conditioned, among other things, upon Borrower’s performance or satisfaction of all these conditions precedent: (a) All No Default or Event of Default shall have occurred and be continuing under this Agreement (including, without limitation, with respect to the representations and warranties contained herein) or any of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;Loan Documents. (b) On or before Borrower shall have furnished to Lender the each Funding Datefollowing, the Seller shall submit all in form and substance satisfactory to the Purchaser fully executed originals of the following documentsLender: (i) this Agreementa paid Mortgagee’s Title Insurance Policy (ALTA Form B-1992) (the “Title Policy”); issued by the Title Insurer in the face amount of the Mortgage, establishing that the Title Insurer insures the lien of the Mortgage to be a prior and paramount lien against Borrower’s fee simple interest in four counterpartsthe Land and the Improvements located thereon subject only to the Permitted Exceptions. The Title Policy shall contain (A) an ALTA 9 endorsement (or equivalent title protection reasonably acceptable to Lender), (B) a survey endorsement specifically insuring Lender that the survey described in Section 6.l(b)(ii) below is accurate and accurately depicts the same Real Estate covered by the Title Policy, (C) an endorsement specifically insuring the priority of the lien of the Mortgage as it applies to the Loan; and (D) any other endorsements Lender may require in its reasonable discretion. Such policy shall provide extended coverage over (1) standard exceptions, (2) matters which would be shown by an inspection or an accurate survey of the Land, (3) rights of parties in possession, (4) easements not of record, and (5) real estate taxes and assessments, both general and special, other than unpaid but not yet due installments of real estate taxes and assessments; (ii) plat of survey of the Custodial AgreementReal Estate, made by a Florida registered or certified land surveyor satisfactory to the Lender, in four counterparts; (iii) an Officers' Certificatetriplicate, in showing the form outline of Exhibit 9 heretothe Land, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authoritystructures and improvements thereon, if any, which states that the Mortgage Loans were acquired and all paving, driveways and fences, if any, in place. Said survey shall be currently dated (or redated) and shall contain a proper certificate by the Seller by merger or acquired or originated by surveyor, which certificate shall include the Seller while conducting business under a name other than its present namelegal description of the Land and shall be made in favor of Borrower, if applicable; Title Insurer and Lender. The survey shall be made according to the current “2005 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” and shall also show (viA) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist square footage of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.the

Conditions Precedent to Closing. Each purchase The obligations of Mortgage Loans hereunder shall be the Lenders to undertake the Revolving Loan Commitment as of the Agreement Date are subject to the prior fulfillment of each of the following conditionsconditions at the closing of this Agreement: (a) All The Administrative Agent shall have received each of the representations following, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of the following documentsLender Group: (i) this This duly executed Agreement, in four counterparts; (ii) A duly executed Revolving Loan Note to the Custodial Agreement, order of each Lender requesting a promissory note in four counterpartsthe amount of such Lender’s Revolving Commitment Ratio of the Revolving Loan Commitment; (iii) an Officers' Certificate, in The Engagement Letter duly executed by the form of Exhibit 9 hereto, including all attachments theretoBorrower; (iv) an Opinion of Counsel to the SellerThe duly executed Negative Pledge Agreement; (v) a certificate or other evidence The legal opinions of merger or change (A) Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel to the Borrower Parties, and (B) W. ▇▇▇▇▇ ▇▇▇▇▇, in-house counsel to the Borrower Parties, in each case addressed to the Lender Group, together with copies of name, signed or stamped by any legal opinions upon which any of the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableforegoing rely; (vi) the related Purchase Price and Terms LetterWith respect to each Borrower Party, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist a loan certificate signed by an Authorized Signatory of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), such Borrower Party in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in substantially the form of Exhibit 9 hereto, as originally executed (subject to amendments)H, including all a certificate of incumbency with respect to each Authorized Signatory of such Borrower Party, together with appropriate attachments theretowhich shall include, without limitation, the following: (A) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of organization of such Borrower Party certified to be true, complete and correct by the Secretary of State for the State of such Borrower Party’s organization, (B) a true, complete and correct copy of the by-laws, partnership agreement or limited liability company or operating agreement of such Borrower Party, (C) a true, complete and correct copy of the resolutions of such Borrower Party authorizing the execution, delivery and performance by such Borrower Party of the Loan Documents and, with respect to the Borrower, authorizing the borrowings hereunder, and (D) certificates of good standing from each jurisdiction in which such Borrower Party is qualified or authorized to do business, except to the extent failure to be qualified or authorized to do business, or to be in good standing, could not reasonably be expected to have a Materially Adverse Effect; (vvii) an Opinion a certificate setting forth information required by the Patriot Act, including the identity of Counsel each Borrower Party, the name and address of each Borrower Party, and other information that will allow the Administrative Agent or any Lender, as applicable, to identify each Borrower Party in accordance with the Patriot Act; and (viii) the Borrower’s financial projections on a fiscal year basis through December 31, 2008. (b) All fees and expenses payable to the Seller (to Administrative Agent, the extent requested by Affiliates of the Seller Administrative Agent, and each other member of the Lender Group in connection with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart execution and delivery of this Agreement, including fees and expenses of counsel to each counterpart of the related Custodial Agreement; and (vii) an AssignmentAdministrative Agent, Assumption to the extent invoices for such fees and Recognition Agreementexpenses have been delivered to the Borrower, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinpaid.

Conditions Precedent to Closing. Each purchase of Mortgage Loans Purchaser's obligation to close ------------------------------- hereunder shall be is subject to each the satisfaction of the following conditions: (ai) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement contained herein shall be true and correct in all material respects as of the related Funding Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) Seller shall have performed all of the Custodial Agreement, obligations and covenants undertaken by Seller in four counterpartsthis Agreement to be performed by Seller at or prior to Closing; (iii) an Officers' Certificate, in Seller shall have delivered to Purchaser the form of Exhibit 9 hereto, including all attachments theretoSeller's Documents; (iv) an Opinion no change shall have occurred, without Purchaser's written consent, in the state of Counsel title matters disclosed in the Title Commitment and the Survey, and no material and adverse change shall have occurred in any of the other matters pursuant to the Seller;Section 5 hereof-, (v) a certificate the Improvements (including, but not limited to, the mechanical systems, plumbing, electrical, wiring, appliances, fixture, heating, air conditioning and ventilating equipment, elevators, boilers, equipment, roofs, structural members and furnaces) shall be at Closing in substantially the same condition as at the expiration of the Inspection Period, except for normal wear and tear and such damage from casualty or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states condemnation that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business is accepted under a name other than its present name, if applicable;Section 13 hereof, (vi) there shall not be pending at Closing with any governmental body or agency an application, ordinance or similar matter that would effect a material adverse change in the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals zoning of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial AgreementPremises; and (vii) an AssignmentSeller shall have provided Purchaser with the Tenant Estoppel from the Tenant, Assumption such Tenant Estoppel to be dated no earlier than fifteen (15) days prior to Closing and Recognition Agreementdelivered to Purchaser no later than five (5) business days prior to Closing; provided that if Seller shall be unsuccessful in obtaining the Tenant Estoppel as set forth above, or if the Tenant Estoppel contains or discloses information which is materially different (and less favorable to the landlord) from the applicable information set forth in the form of the Tenant Estoppel attached hereto and made a part hereof as Exhibit 2.05 heretoJ, then, Purchaser's sole option shall be to either (a) waive the delivery of the Tenant Estoppel and proceed with the Closing, without any abatement or other adjustment in the Purchase Price, or (b) terminate this Agreement in which event the Deposit and all interest accrued thereon shall be returned by Escrow Agent to Purchaser and each of the parties hereto shall be relieved of all further obligations hereunder, except for the Surviving Obligations-. (dviii) All other terms The Premises, including all tenant improvements required under the lease with Tenant, shall not have any material defects and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditionsbe unconditionally certified for occupancy by all governmental authorities, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.and

Conditions Precedent to Closing. Each (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the expiration of Mortgage Loans the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or Two Hundred Seventy Eight Thousand Five Hundred Seventy and No/100 Dollars ($278,570.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “▇▇▇▇▇▇▇ Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be subject issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission ▇▇▇▇▇▇ Creek, DST, Mission Battleground Park, DST, Mission ▇▇▇▇▇▇ Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission ▇▇▇▇▇▇▇ ▇▇▇▇, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the following conditions:Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. (aiii) All Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the Seller under transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the PHH Guideparty depositing the same and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and of the Sellers unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the ▇▇▇▇▇▇▇ Money Note shall be returned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the related Funding Closing Date, and no event (iii) Assumed Loan Lender shall have occurred whichgranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, with and (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice or thereof to the passage of timePurchaser, would constitute an Event of Default and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents except for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price indemnification and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), hold harmless provisions contained in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoSection 7. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage each of the Lenders to undertake its respective Commitments and to make the initial Advance of the Loans hereunder shall be is subject to the prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Arranger Banks and their counsel and to the Majority Lenders: (i) this duly executed Agreement; (ii) the duly executed Security Agreement, together with evidence of the filing of appropriate UCC-1 financing statements forms; (iii) the duly executed Pledge Agreement, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (iv) a loan certificate of the Borrower, including a certificate of incumbency with respect to the signature of each Authorized Signatory of the Borrower, which loan certificate shall be in substantially the form of Exhibit N attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of organization of the Borrower, certified by the Secretary of State of Delaware, (B) a true, complete and correct copy of the limited liability company agreement, if any, of the Borrower, (C) a copy of the resolutions of the board of directors, or other appropriate entity, of the Borrower, authorizing the Borrower with respect to the borrowings hereunder and the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to which it is a party, (D) certificates of existence for the Borrower issued by the Secretary of State or similar state official for the State of Delaware and for each state in which the Borrower is, or is required to be, qualified to do business, and (E) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests or management of the Borrower; (v) a loan certificate of Holdings, including a certificate of incumbency with respect to the signature of each Authorized Signatory of Holdings, which loan certificate shall be in substantially the form of Exhibit O attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of organization of Holdings, certified by the Secretary of State of Delaware, (B) a true, complete and correct copy of the limited liability company agreement, if any, of Holdings, (C) a copy of the resolutions of the board of directors, or other appropriate entity, authorizing Holdings with respect to the execution, delivery and performance by Holdings of the Loan Documents to which it is a party, and (D) certificates of existence for Holdings issued by the Secretary of State or similar state official for the State of Delaware and for each state in which Holdings is, or is required to be, qualified to do business; (vi) a loan certificate of each Subsidiary Guarantor, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such Guarantor, which loan certificate shall be in substantially the form of Exhibit P attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation, certificate of limited partnership or certificate of organization of such Guarantor, certified by the Secretary of State of such Guarantor's organization, (B) a true, complete and correct copy of by-laws, partnership agreement or limited liability company or operating agreement of such Guarantor, (C) a copy of the resolutions of the board of directors, or other appropriate entity, of such Guarantor, authorizing such Guarantor with respect to the execution, delivery and performance by such Guarantor of this Agreement and the other Loan Documents to which it is a party, (D) certificates of existence for such Guarantor issued by the Secretary of State or similar state official for the state of such Guarantor's organization and for each state in which such Guarantor is, or is required to be, qualified to do business, and (E) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests or management of such Guarantor; (vii) the duly executed Fee Letters; (viii) the duly executed Subordination of Intercompany Obligations Agreement; (ix) the duly executed Trademark Security Agreement, together with an appropriate filing coversheet and evidence of the filing of appropriate UCC-1 financing statement forms; (x) opinions of counsel to the Borrower and the Guarantors addressed to each Credit Party and in form and substance satisfactory to the Arranger Banks and their counsel; (xi) a copy of the corporate organizational chart of the Borrower Parties and the Unrestricted Subsidiaries; (xii) a copy of the unaudited consolidated balance sheets, income statements and cash flow statements for the Rainbow Group for the quarter ended March 31, 2004; (xiii) copies of insurance binders or certificates covering the assets of the Rainbow Companies, and otherwise meeting the requirements of, and to the extent required by, Section 6.5 hereof; (xiv) a duly executed Request for Advance for the initial Advance of the Loans; (xv) evidence that the Borrower shall have obtained updated debt ratings from both ▇▇▇▇▇'▇ and S&P with respect to the Loans; (xvi) evidence that the outstanding Obligations (as defined in the RMH Loan Agreement) under the RMH Loan Agreement and the other Loan Documents (as defined in the RMH Loan Agreement) shall have been repaid in full and the Liens securing such Obligations have been released; and (xvii) evidence that all steps necessary to effect the following ownership structure have been completed: RME shall directly own 100% of Holdings; Holdings shall directly own 100% of the Borrower; and the Borrower shall own (directly or indirectly) 100% of all of the Voting Stock of the Subsidiary Guarantors. (b) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser Borrower Parties under this Agreement shall be true and correct as in all material respects, and the Administrative Agent shall have received a certificate of an Authorized Signatory of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Borrower so stating. (c) The closing documents for No Default or Event of Default shall exist, both before and after giving effect to the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals application of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form proceeds of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreementinitial Advance, and to each counterpart the Administrative Agent shall have received a certificate of an Authorized Signatory of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoBorrower so stating. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter No litigation shall have been complied with. Subject commenced against any of the Borrower Parties since the filing by RME of its Form 10 with the SEC on May 11, 2004, which, if such litigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect (other than any such litigation identified on Schedule 5.1(l)). (e) There shall have been no material adverse change in the foregoing conditionsbusiness, Purchaser assets or financial condition of the Rainbow Group, taken as a whole, from that reflected in the audited consolidated balance sheets, income statements and cash flow statements for the Rainbow Group for the year ended December 31, 2003. (f) The Arranger Banks shall pay have received the results of lien searches against each of the Borrower Parties from all applicable jurisdictions which shall be reasonably satisfactory to Seller them and their counsel. (g) The Credit Parties shall have received payment of all fees and expenses due and payable on each Funding the Agreement Date in respect of the applicable Purchase Price as provided hereintransactions contemplated hereby.

Conditions Precedent to Closing. Each purchase (a) The obligation of Mortgage Loans hereunder the Parties to Close shall be subject to the satisfaction, on or before the Closing Date, of each and all of the following conditionsconditions precedent (the “Conditions Precedent”), any of which may be waived in writing by the Party in whose favor such Condition Precedent shall be satisfied, or by the mutual written agreement of the Parties: (ai) All of the The representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under both Parties set forth in this Agreement shall be true and correct as of the related Funding Closing Date, except for those that expressly refer to another date, in which case shall be true and no event correct as of that other date. (ii) The consent, authorization and approval of the Grantors (collectively, the “Authorizations of the Grantors”) have been obtained, as granting entities of the Airplan Concession Agreement, for the purchase of the Shares and the Additional Shares by Purchaser, under the understanding that Seller undertakes to make its best commercially reasonable efforts in order for Purchaser to obtain such approval and for Seller to obtain the Authorization of the Banks (as defined below). (iii) The necessary authorizations have been obtained from the banks financing the Airplan Project, pursuant to the provisions set forth in the syndicated loan agreement entered into between Airplan and the Creditors (as said term is defined in such agreement) dated June 1, 2015, as amended from time to time (the “Authorization of the Banks”). (iv) The Closing (as such term is defined in the respective agreements) under (A) the Aeropuertos de Oriente Share Purchase Agreement and (B) Nexus Share Purchase Agreement in Respect of Airplan, shall occur concurrently with the Closing under this Agreement. (v) On the date and time of the Closing, one of the following events shall have occurred whichoccurred: (1) the corporate bylaws of Airplan shall have been amended so as to remove therefrom the preemptive right in the negotiation of shares in respect of any transfer of Airplan shares in favor of Purchaser or (2) all owners of Airplan shares other than the Shares and the Additional Shares shall have waived their preemptive right in the negotiation of shares contained in the corporate bylaws of Airplan in favor of the acquisition of the Shares and the Additional Shares by Purchaser. For such purpose, with notice Seller undertakes to adopt all necessary measures within the scope of its rights as shareholder of Airplan, to cause the above amendment to the bylaws to be adopted on the date and time of the Closing, or to request from the passage other shareholders the above waiver to their preemptive right in the negotiation of time, would constitute an Event of Default under this Agreement or under the PHH Guide;shares. (b) On or before In the each Funding Dateevent that, for any reason, any Authorization of the Grantors of the Airplan Concessionaire Agreement and/or the Authorization of the Banks for the acquisition of the Shares and the Additional Shares are not obtained, the Seller Parties shall submit negotiate in good faith and make their best efforts to determine the Purchaser fully executed originals of terms and conditions under which the following documents: (i) Transaction will be consummated, provided that this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by is permitted under the applicable regulatory authority, if any, which states that law and the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Airplan Concession Agreement, and to each counterpart that the Parties reach a mutually satisfactory agreement without exceeding the term of one (1) month as from the date in which the deed that definitely rejects any of the related Custodial Agreement; and above authorizations is received (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto“Term”). (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions: (a) All of the representations and warranties of the Seller under the PHH Cendant Guide, and of the Sellers Seller and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Cendant Guide; (b) On Purchaser shall have received, or before the each Funding DatePurchaser's attorneys shall have received in escrow, the Seller shall submit all closing documents as specified herein, in such forms as are agreed upon and acceptable to Purchaser, duly executed by all signatories other than Purchaser as required pursuant to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedulerespective terms thereof; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. ARTICLE V: ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 5.01 Cendant Mortgage to Act as Servicer; Servicing Standards; Additional Documents; Consent of the Purchaser. (1) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans and REO Property from and after each Funding Date in accordance with the terms and provisions of the Mortgage Loans, applicable law and the terms and provisions of this Agreement for and on behalf of, and in the best interests of, the Purchaser (without taking into account any relationship the Servicer may have with any Mortgagor or other Person, the participation, if any, of the Servicer in any financing provided in connection with the sale of any Mortgaged Property, or the Servicer's obligation to advance any expenses or incur any costs in the performance of its duties hereunder) in accordance with a standard that is not less than the higher of (a) the same care, skill, prudence and diligence with which it services similar assets held for its own or its Affiliates' account and (b) the same care, skill, prudence and diligence with which it services similar assets for third party institutional investors, in each case giving due consideration to customary and usual standards of practice of prudent institutional mortgage loan servicers utilized with respect to mortgage loans comparable to the Mortgage Loans. Subject to the foregoing conditionsstandards, in connection with such servicing and administration, the Servicer shall seek to maximize the timely recovery of principal and interest on the Mortgage Notes; provided that nothing contained herein shall be construed as an express or implied guarantee by the Servicer of the collectibility of payments on the Mortgage Loans or shall be construed as impairing or adversely affecting any rights or benefits specifically provided by this Agreement to the Seller, including with respect to Servicing Fees. (2) To the extent consistent with Section 5.01(1) and further subject to any express limitations set forth in this Agreement, the Servicer (acting alone or, solely in the circumstances permitted hereunder, acting through a subservicer) shall have full power and authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including the power and authority (a) to execute and deliver, on behalf of the Purchaser, customary consents or waivers and other instruments and documents (including estoppel certificates), (b) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages, (c) to submit claims to collect any Insurance Proceeds and Liquidation Proceeds, (d) to consent to the application of any Insurance Proceeds or Condemnation Proceeds to the restoration of the applicable Mortgaged Property or otherwise, (e) to bring an action in a court of law, including an unlawful detainer action, to enforce rights of the Purchaser with respect to any Mortgaged Property, (f) to execute and deliver, on behalf of the Purchaser, documents relating to the management, operation, maintenance, repair, leasing, marketing and sale of any Mortgaged Property or any REO Property, and (g) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Servicer shall not take any action not provided for in this Agreement that is materially inconsistent with or materially prejudices the interest of the Purchaser in any Mortgage Loan or under this Agreement. If reasonably requested by the Servicer, the Purchaser shall pay furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to Seller enable the Servicer to service and administer the Mortgage Loans and the REO Properties, including documents relating to the foreclosure, receivership, management, operation, maintenance, repair, leasing, marketing and sale (in foreclosure or otherwise) of any Mortgaged Property or any REO Property. Nothing contained in this Agreement shall limit the ability of the Servicer to lend money to (whether on a secured or unsecured basis), and otherwise generally engage in any kind of business or dealings with, any Mortgagor as though the Servicer were not a party to this Agreement or to the transactions contemplated hereby. (3) Notwithstanding anything to the contrary contained herein: (a) the Servicer acknowledges that the Purchaser or its designee will retain title to, and ownership of, the Mortgage Loans and the REO Properties and that the Servicer does not hereby acquire any title to, security interest in, or other rights of any kind in or to any Mortgage Loan or REO Property or any portion thereof; (b) the Servicer shall not file any lien or any other encumbrance on, exercise any right of setoff against, or attach or assert any claim in or on any Mortgage Loan or REO Property, unless authorized pursuant to a judicial or administrative proceeding or a court order; (c) the Servicer shall, in servicing the Mortgage Loans, follow and comply with the servicing guidelines established by FNMA, provided that the Servicer shall specifically notify the Purchaser in writing and obtain the Purchaser's written consent prior to the Servicer taking any of the following actions: (1) modifying, amending or waiving any of the financial terms of, or making any other material modifications to, a Mortgage Loan, except the Servicer may, upon the Mortgagor's request, accept a principal prepayment and re-amortize the then remaining principal balance over the then remaining term of the loan (resulting in a lower scheduled monthly payment but not change in the maturity date); (2) selling any Specially Serviced Mortgage Loan or REO Property; (3) making, with respect to any Specially Serviced Mortgage Loan or REO Property, Servicing Advances (irrespective of whether non-recoverable); provided that the Servicer shall not be required to so advise the Purchaser to the extent that each Funding Date related Servicing Advance as to the related Mortgaged Property or REO Property is not in excess of $10,000; (4) forgiving principal or interest on, or permitting to be satisfied at a discount, any Mortgage Loan; (5) accepting substitute or additional collateral, or releasing any collateral, for a Mortgage Loan. If the Purchaser has not approved or rejected in writing any proposed action(s) recommended by the Servicer to be taken hereunder within 20 Business Days of the date such recommendation is made, then the Purchaser shall be deemed to have rejected such recommended action(s) and theServicer shall not take any such action(s); (d) the Servicer shall notify the Purchaser of any modification, waiver or amendment of any term of any Mortgage Loan and the date thereof and shall deliver to the Purchaser, for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment promptly following the execution thereof; (e) the Servicer shall remain primarily liable for the full performance of its obligations hereunder notwithstanding any appointment by the Servicer of a subservicer or subservicers hereunder; and (f) the Purchaser may at any time and from time to time, in its sole discretion, upon 10 Business Days written notice to the Servicer, terminate the Servicer's servicing obligations hereunder with respect to (1) any REO Property or (2) any Mortgage Loan that, in accordance with the Purchaser's internal credit classification criteria, has been classified as "doubtful" or a "loss." Upon the effectiveness of any such termination of the Servicer's servicing obligations with respect to any such REO Property or Mortgage Loan, the Servicer shall deliver all agreements, documents, and instruments related thereto to the Purchaser, in accordance with applicable Purchase Price as provided hereinlaw.

Conditions Precedent to Closing. Each purchase The effectiveness of Mortgage Loans hereunder shall be this Agreement and the obligation of Lender to make the initial Advance is subject to the fulfillment, to the satisfaction of ▇▇▇▇▇▇, of each of the following conditionsconditions precedent on or before the Closing Date: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event Lender shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the received each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documentsdocuments in form and substance reasonably satisfactory to Lender: (i) duly executed counterpart of this Agreement, in four counterparts; (ii) the Custodial duly executed Control Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments theretoduly executed Custody Agreement; (iv) an Opinion certified copies of Counsel (A) the Organization Documents (including any amendments or supplements thereto) of Borrower, (B) the resolutions authorizing and approving the execution, delivery and performance by Borrower of this Agreement and the other Facility Documents and the Advances hereunder, and otherwise satisfactory to the SellerLender, and (C) documents evidencing all other necessary company action, governmental approvals and third-party consents, if any, with respect to this Agreement and any other Facility Document; (v) a certificate of Borrower certifying the names and true signatures of the Responsible Officers of Borrower and Investment Adviser authorized to sign this Agreement and any other Facility Document to be delivered hereunder or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicablethereunder; (vi) certificates evidencing the related Purchase Price good standing of each of Borrower in its jurisdiction of formation and Terms Lettereach other jurisdiction where it is qualified to do business dated a date not earlier than ten (10) Business Days prior to the Closing Date as to the good standing of Borrower; (vii) opinions of counsel to Borrower in form and substance reasonably satisfactory to Lender; (viii) the results of Tax, together with the related Mortgage Loan Schedule;judgment and ▇▇▇▇ searches on Borrower obtained by and satisfactory to Lender, as of a recent date; and (ix) such other assurances, certificates, documents, consents, or opinions as Lender reasonably may require; and (b) The Collateral Account has been established by Borrower. (c) The closing documents for the Mortgage Loans Any fees required to be purchased paid on each Funding or before the Closing Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretohave been paid. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter Borrower shall have been complied with. Subject provided any form requested by Lender necessary to comply with Regulation U, or X, or any other provisions of the foregoing conditionsregulations of the FRB. (e) Lender shall have completed its due diligence review with respect to Borrower and Investment Adviser and is satisfied, Purchaser shall pay to Seller on each Funding Date in its sole and absolute discretion, with the applicable Purchase Price as provided hereinresult of its due diligence review, including its due diligence review of ▇▇▇▇▇▇▇▇’s Investment Policies.

Conditions Precedent to Closing. Each purchase of Mortgage Loans ▇▇▇▇▇▇’s obligation to make the Term Loan on the Closing Date hereunder shall be (subject to each any other requirements hereof) is subject to, subject to Section 5.18, the satisfaction (or waiver by the Lender and Agent) of the following conditionsconditions precedent: (a) All of the representations Lender and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event Agent shall have occurred whichreceived, with notice or in form and substance satisfactory to Lender and Agent, the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;following: (bi) On or before the each Funding Date, the Seller shall submit to the Purchaser fully duly executed originals copies of the following documents: (i) this Agreement, (ii) the Perfection Certificate, (iii) each of the Patent Security Agreement, the Trademark Security Agreement and the Copyright Security Agreement (each as defined in four counterpartsthe Guaranty and Security Agreement), (iv) the Guaranty and Security Agreement, (v) the Dutch Security Documents, (vi) the UK Security Documents, (vii) the Intercreditor Agreement, (viii) the Fee Letter, (ix) the Agent Fee Letter, (x) the Control Agreement in respect of the Specified Deposit Account and (xi) the Intercompany Subordination Agreement; (ii) an officer’s certificate of each Loan Party with respect to incumbency and resolutions duly authorizing the Custodial Agreementexecution and delivery of each Loan Document to which it is a party (or, in four counterpartsthe case of the Dutch Subsidiary, to which its Equity Interests are subject) of, and certifying as true, correct and complete attached copies of such Person’s organizational documents which are in full force and effect as of the Closing Date, including (A) formation documents, as certified by the Secretary of State (or equivalent agency) of such Loan Party’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Closing Date, and (B) such Person’s bylaws, limited liability company agreement, partnership agreement or similar governing document, as applicable; (iii) an Officers' Certificatecertificates of good standing (or equivalent) of each Loan Party certified by the Secretary of State (or equivalent agency) of such Loan Party’s jurisdiction of organization or formation, each as of a date no earlier than thirty (30) days prior to the Closing Date and to be attached to the certificated described in the form of Exhibit 9 hereto, including all attachments theretoclause (ii) above; (iv) an Opinion a duly executed legal opinion of Counsel ▇▇▇▇▇▇▇ and West LLP, as counsel to the SellerLoan Parties, dated as of the Closing Date and addressed to Agent and ▇▇▇▇▇▇; (v) a certificate or other evidence duly executed legal opinion of merger or change ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as Dutch counsel to the Secured Parties, dated as of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableClosing Date and addressed to Agent and ▇▇▇▇▇▇; (vi) a certificate from a Responsible Officer certifying (A) that the related Purchase Price conditions specified in this Section 3.01 and Terms LetterSection 3.02(b) have been satisfied, together (B) that there has been no event or circumstance since the date referred to in the first sentence of Section 4.07(b) that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) either (i) that attached to such certificate are copies of all consents, licenses and approvals (other than those contemplated by clause (ii) above) required in connection with the related Mortgage consummation by each Loan ScheduleParty of the transactions contemplated hereunder and the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and that such consents, licenses and approvals are true, correct and complete and in full force and effect, or (ii) that no such consents, licenses or approvals are so required; (vii) a certificate from a Financial Officer of Borrower attesting that Borrower, individually, and the Borrower and its Subsidiaries, on a consolidated basis and taken as a whole, are Solvent as of the Closing Date; (viii) payment of the fees and Lender Expenses for which an invoice has been provided; (ix) evidence satisfactory to Agent that the insurance policies required by Section 5.08 hereof are in full force and effect; (x) a duly executed amendment to (or amendment and restatement of) the Revolving Credit Agreement (and any applicable Loan Documents (as defined in the Revolving Credit Agreement)) effecting certain changes, including allowing the Borrower to enter into this Agreement and the other Loan Documents and incur the Loan and other Obligations hereunder and under the other Loan Documents; (xi) proper financing statements in form appropriate for filing under the UCC of all jurisdictions that Agent may deem necessary or desirable in order to perfect the Agent’s Liens on or in the Collateral; (xii) at least ten (10) days prior to the Closing Date, (i) all documentation and other information requested by Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, and (ii) if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; (xiii) financial statements of the type described in (x) Section 5.01(a) for the fiscal year ended December 31, 2024, (y) Section 5.01(b) for the fiscal quarter ending March 30, 2025 and (z) Section 5.01(f) with respect to the annual operation budget; and (xiv) all certificates or other instruments representing or evidencing any pledged interests, accompanied by appropriate duly executed instruments of transfer or assignment (including, without limitation, stock powers) in blank, or evidence that the same are in the exclusive possession of the RCF Agent in accordance with the Intercreditor Agreement; (b) the amount of Revolver Usage under (and as defined in) the Revolving Credit Agreement (other than any Letter of Credit Usage (as defined in the Revolving Credit Agreement) solely in respect of the undrawn letter of credit issued to an insurance company and outstanding on the Closing Date) shall be not greater than $10,000,000; (c) The closing documents for the Mortgage Loans to Liquidity shall be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedulenot less than $55,000,000; (iid) this Agreementevidence that immediately after the funding of the Loan, as originally executed (subject to amendments), the Specified Deposit Account shall have a cash credit balance in four counterpartsan aggregate amount not less than the amount required under Section 5.15; (iiie) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel third-party reports that have been commissioned prior to the Seller (Closing Date have been completed, delivered to the extent requested by Lender and are satisfactory in form and substance to the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial AgreementLender; and (viif) an Assignmentsuch other documents or certificates, Assumption and Recognition Agreementcompletion of such other matters, in the form of Exhibit 2.05 heretoas Agent may reasonably deem necessary or appropriate. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The closing of Mortgage Loans hereunder shall be this Agreement is subject to the fulfillment, to the satisfaction of Administrative Agent and its counsel, of each of the following conditionsconditions on or before the Closing Date: (a) All Administrative Agent shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent and each of Lenders: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) a copy of the Custody Agreement, duly executed by all parties thereto, together with any amendments thereto requested by Administrative Agent; (iii) a certificate executed by a Responsible Officer of Manager, certifying (x) that the description (including current value and contribution date) of the securities exchanged by Borrower for its Belvedere Equity Interests attached thereto is true and correct in all material respects, and (y) that the conditions set forth in Section 3.01(e), (f), (g), and (h) have been satisfied; (iv) A closing certificate executed by a Responsible Officer of Manager (A) certifying the names and true signatures of the Responsible Officers of Manager authorized to sign this Agreement, the Control Agreement or any other Facility Document to be delivered hereunder or thereunder, and (B) certifying as true and correct (1) the Organization Documents, Offering Documents (including the Private Placement Memorandum) and Investment Advisory Agreement (including, in each instance, any amendments or supplements thereto) of Borrower, (2) the resolutions of Manager authorizing and approving the making and performance by Borrower of this Agreement, the Control Agreement and the other Facility Documents and the Advances hereunder, and (3) documents evidencing all other necessary company action, governmental approvals and third-party consents (including the consent of the administrative agent and the lenders, as applicable, under the Existing Credit Agreement and Existing Overflow Agreement approving the execution of this Agreement), if any, with respect to this Agreement, and any other Facility Document; (v) A closing certificate executed by BMR and Belvedere Capital (A) certifying the names and true signatures of the Responsible Officers of BMR authorized to sign any Facility Document to be delivered hereunder or thereunder by Belvedere Capital or BMR, and (B) certifying as true and correct (1) the Organization Documents and Offering Documents of Belvedere Capital and BMR, as applicable, and (2) the resolutions of BMR authorizing and approving the execution, delivery and performance of this Agreement and the Facility Documents to which Belvedere Capital or BMR is a party; and (vi) a certificate executed by a Responsible Officer of Manager, certifying that the valuation procedures attached thereto are true and correct in all material respects. (b) Administrative Agent shall have received evidence satisfactory to Administrative Agent of the permanent reduction of $600,000,000 of the aggregate outstanding commitments under (i) the Existing Overflow Agreements listed on Schedule IV, (ii) the Loan and Security Agreement dated as of July 15, 2003, among Belair Capital Fund LLC, as borrower, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Capital, Inc., as agent, the lenders party thereto, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Services, Inc., as swap provider, as amended, and (iii) the Loan and Security Agreement dated as of June 30, 2003, between Belmar Capital Fund LLC, as borrower, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Capital, Inc., as agent, the lenders party thereto, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Services, Inc., as swap provider, as amended; with all necessary prepayments to reduce such aggregate outstanding commitments. (c) Any fees required to be paid on or before the Closing Date shall have been paid. (d) Each of the representations and warranties of the Seller under the PHH Guidecontained in Sections 4.01(a), (b), (d) and of the Sellers and Purchaser under this Agreement (e) shall be true and correct in all material respects as of the related Funding Closing Date. (e) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents. (f) There shall be no “default” or “event of default” (“termination event” or “additional termination event”) outstanding under any of the Existing Overflow Agreement, the Existing Credit Agreement or the Existing Swap Contract. (g) No event shall have occurred which, with notice which constitutes a Default or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoDefault. (dh) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter The Closing Date shall have been complied with. Subject to the foregoing conditionsbe on or before December 31, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein2009.

Conditions Precedent to Closing. Each A. In addition to any conditions provided in other provisions of this Agreement, Purchaser’s obligation to purchase of Mortgage Loans hereunder the Projects is and shall be subject to each of conditioned on the following conditions: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documentsfollowing: (i) this Agreementthat as of Closing, the Tenant Letters and Seller Estoppel Certificates will not indicate any obligations on the part of the landlord other than (a) obligations for which Seller has a reasonable basis for not having performed and provided such obligations would not cost in four counterpartsexcess of $100,000.00 in the aggregate under all of the Leases to resolve, remedy or cure, as the case may be; (b) costs relating to Tenant Leases otherwise disclosed by Seller on the Exceptions Schedule; (c) the tenant allowance for the Household Finance Lease specified in Section 12H; (d) the Ford Tenant Improvement Costs as specified in Section 12H; (e) the claims relating to the ▇▇▇▇▇▇▇▇ Furniture Lease specified in Section 12J; and (f) the leasing commission payable in connection with the Multigraphics Lease as specified in Section 12K; (ii) subject to Section 10 E, that at no time prior to any Closing shall any of the Custodial Agreementfollowing have been done by or against or with respect to Seller or any Major Tenant and be pending at the time of the Closing: (1) a proceeding under Title 11 of the United States Code, in four counterpartsas now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (2) the appointment of a trustee or receiver of any property interest; or (3) an assignment for the benefit of creditors; (iii) an Officers' Certificatesubject to Section 10 E, that as of the Closing, each Lease shall be in effect and free from monetary or other material non-monetary default other than (a) defaults disclosed by Seller on the form of Exhibit 9 heretoExceptions Schedule; (b) monetary defaults by AIM, including all attachments theretoLLC and Multigraphics LLC; and (c) any monetary defaults where the applicable rent payment is less than ten (10) days past due; (iv) an Opinion of Counsel that this Agreement has not been terminated by Purchaser pursuant to the Sellerterms of Sections 14, 15 or 16 below; (v) the Title Company shall issue the Title Policy, or a certificate or other evidence of merger or change of namemarked commitment therefore, signed or stamped in the form required by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicablethis Agreement; (vi) in the related Purchase Price event the CIBC Debt is being assumed, Purchaser has received an estoppel certificate with respect to the CIBC Debt substantially in the debt servicer’s standard form and Terms Letter, together with the related Mortgage Loan Schedulereasonably acceptable to Purchaser; (cvii) The closing documents for Purchaser shall have received any and all third-party consents expressly contemplated by this Agreement, including without limitation the Mortgage Loans Bonds and the CIBC Debt (to the extent required hereunder); (viii) Purchaser shall have received access endorsements in form reasonably acceptable to Purchaser with respect to the ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Project and the ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Project; and (ix) Seller shall have completed to the reasonable satisfaction of Purchaser all of the repairs specified in the Open Item List attached hereto and made a part hereof as Exhibit S. B. In addition to any conditions provided in other provisions of this Agreement, Seller’s obligation to sell and transfer, or cause to be purchased sold and transferred, the Projects is and shall be conditioned on each Funding Date shall consist of fully executed originals of the following documentsfollowing: (i) Purchaser shall have performed, with respect to the related Purchase Price Projects, all of its material covenants, obligations and Terms Letter together with agreements hereunder to be performed at or prior to the related Mortgage Loan ScheduleClosing; (ii) by the Closing Date, the servicers and/or lenders relating to the Bonds and the CIBC Debt, in the event that the CIBC Debt is being assumed, shall have consented to the transfers to Purchaser contemplated under this Agreement. Seller shall have received the Bond Release, the CIBC Release (if applicable) and any third-party consents to the transactions contemplated hereby as originally executed (subject may be required by any agreement or encumbrance to amendments), in four counterparts;which the applicable Project or Owner is subject; and (iii) on the Custodial Closing Date, there shall not then be pending any litigation, administrative proceeding, investigation or other form of governmental enforcement, or executive or legislative proceeding which, if determined adversely, would restrain the consummation of any of the transactions herein contemplated or declare illegal, invalid or non-binding any of the covenants or obligations of the parties herein. C. Either party may at any time or times, at its election, waive any of the conditions to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by such party. Except as otherwise expressly provided in this Agreement or as provided in any such waiver, no such waiver shall reduce the rights or remedies of a party by reason of any breach by the other party (but if a condition is waived, the party waiving the same may not rescind this Agreement on the basis of the failure of such waived condition). Except as otherwise expressly provided in this Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 heretoevent that for any reason any item required to be delivered to a party by the other party hereunder shall not be delivered when required, as originally executed (subject then such other party shall nevertheless remain obligated to amendments), including all attachments thereto; (v) an Opinion of Counsel deliver the same to the first party, and nothing (including, but not limited to, the closing of the transaction hereunder) shall be deemed a waiver by the first party of any such requirement. The failure of any of the aforesaid conditions set forth in subsection A above shall entitle Purchaser, at its option, by delivering written notice to Seller on or before the Closing Date, to cancel and terminate this Agreement without liability and upon which the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party hereto shall have any further obligations hereunder (except for obligations that, pursuant to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart terms of this Agreement, survive the termination of this Agreement), this Agreement shall be null and void. If any of Seller’s conditions precedent set forth in subsection B above shall not be satisfied on or before the Closing Date, then Seller shall have the right, by delivering written notice to each counterpart of Purchaser on or before the related Custodial Agreement; and Closing Date, to either (viia) an Assignment, Assumption and Recognition terminate this Agreement, in which event Seller and Purchaser shall have no further obligations under this Agreement, except for those obligations that, pursuant to the form terms of Exhibit 2.05 heretothis Agreement, survive the termination of this Agreement, or (b) waive the requirement that such condition precedent be satisfied and proceed to close pursuant to the terms of this Agreement. If this Agreement is terminated on account of the failure of a condition precedent set forth in subsection B(i) above, then the ▇▇▇▇▇▇▇ Money shall be paid to Seller. D. Seller and Purchaser agree to reasonably cooperate with each other and with any third parties from whom consent to and approval of the transactions contemplated by this Agreement is requested to obtain such consents and approvals. Seller and Purchaser agree to reasonably cooperate with each other and with any third parties relating obtaining the Alternate Credit Facility and taking an assignment of the CIBC Debt. Seller and Purchaser shall, each at its respective cost and expense (dexcept as otherwise provided in this Agreement), deliver, within five (5) All other terms days after request, to any third parties from whom consents and conditions approvals are requested, any and all information and materials regarding Purchaser and any affiliates of Purchaser reasonably requested by such third parties. Seller and Purchaser agree to execute any and all documents reasonably requested by LaSalle, any servicers and/or holders of the Bonds to effectuate the replacement of Seller and its affiliates under such documents with Purchaser and/or its affiliates that are acceptable to LaSalle and such servicers and/or holders. Seller and Purchaser agree to execute any and all documents reasonably requested by CIBC and/or servicers of the CIBC Debt to obtain the CIBC Consent and CIBC Release. E. Notwithstanding anything to the contrary in Sections 10A(ii) or 10A(iii), in the event of the occurrence of any of such events relating to Tenants whose annual gross rent in the aggregate does not exceed $100,000.00, Purchaser shall not be entitled to terminate this Agreement and Seller shall deposit in an interest-bearing escrow (with interest paid to Seller from time to time, but not more frequently than monthly) with the Purchase Price Escrowee at the Closing an amount equal to one year’s gross rent under the applicable Lease, to be paid to Purchaser, as successor landlord under such Lease, for such rents not paid by or collected from any such Tenant during such one (1)-year period. To the extent, as and Terms Letter shall have been complied with. Subject to the foregoing conditionswhen such Tenant pays such amounts due under its Lease, Purchaser shall direct the Escrowee to pay such amounts out of said escrow to Seller on each Funding Date or Purchaser shall reimburse Seller for such amounts if Purchaser previously received any such amounts from the escrow. Purchaser and Seller (and/or the applicable Purchase Price Owner) shall retain the right to ▇▇▇ any such Tenant for any such delinquent rent, although Seller (and/or the applicable Owner) shall not have the ability to terminate or attempt to terminate any Lease or the Tenant’s rights of possession thereunder in attempting to collect such amounts due. If aggregate delinquent gross rents exceed $100,000.00, but Purchaser nevertheless closes the transaction, Seller shall escrow the sum of $100,000.00 at Closing, to be disbursed as provided hereinaforesaid, but Seller shall have no further liability for such delinquent rents. F. Notwithstanding anything to the contrary in Sections 10A(ii) or 10A(iii), and in addition to the provisions of Section 10E, if any of the events described in Sections 10A(ii) or 10A(iii) occurs with respect to any Tenant(s) and the aggregate of (i) in the event of monetary default, the aggregate gross rents due and payable over the remaining term(s) of such Tenants’ Leases; and

Conditions Precedent to Closing. Each purchase The closing hereunder of Mortgage Loans hereunder this Agreement is subject to the conditions precedent that each of the conditions precedent to the execution, delivery and effectiveness of each other Loan Document (other than a condition precedent in any such other Loan Document relating to the effectiveness of this Agreement) shall have been fulfilled on or prior to the date hereof, that all corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be subject satisfactory in form and substance to each of the following conditionsBuyer and the Administrative Agent, and that the Seller shall have delivered to the Buyer each of the items specified below in form and substance satisfactory to the Buyer: (a) All Counterparts of this Agreement executed on behalf of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;Seller. (b) On or before the each Funding Date, A good standing certificate for the Seller shall submit issued by the Secretary of State of Maryland dated as of a date no more than ten (10) days prior to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Warehouse Closing Date. (c) The closing documents Draft UCC-1 financing statement to be filed on the Warehouse Closing Date naming the Seller, as debtor, the Buyer, as assignor secured party and the Collateral Agent, as assignee secured party for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals benefit of the following documents: (i) secured parties, describing the related Purchase Price Collateral and Terms Letter together with meeting the related Mortgage Loan Schedule; (ii) this Agreementrequirements of the laws of each jurisdiction in which it is necessary or reasonably desirable, as originally executed (subject to amendments), or in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to which the Seller (to the extent requested is required by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreementapplicable law, and in such manner as is necessary or reasonably desirable, to each counterpart of perfect the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoback-up security interest granted under Section 2.01(j). (d) All Officer’s certificate as to solvency duly executed by an Authorized Officer of the Seller. (e) Certificate from an Authorized Officer of the Seller, dated as of the Warehouse Closing Date, certifying as to and attaching (i) its Constituent Documents, (ii) its resolutions or other terms and conditions action of its general partner approving, among other things, this Agreement and the Purchase Price transactions contemplated hereby, (iii) the incumbency and Terms Letter shall specimen signature of each of its Authorized Officers authorized to execute this Agreement and the other documents to be delivered by it hereunder (on which certificate the Buyer may conclusively rely) and (iv) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have been complied with. Subject a Material Adverse Effect. (f) Opinions of Dechert LLP, counsel to the foregoing conditionsSeller, Purchaser shall pay in form and substance satisfactory to the Buyer and the Administrative Agent. (g) Draft UCC-1 financing statement to be filed on the Warehouse Closing Date naming the Seller on as debtor, the Buyer, as assignor secured party, and the Collateral Agent, as assignee secured party, for the benefit of the Secured Parties, describing the Collateral and meeting the requirements of the laws of each Funding Date jurisdiction in which it is necessary or reasonably desirable, or in which the Seller is required by applicable Purchase Price law, and in such manner as provided hereinis necessary or reasonably desirable, to perfect the back-up security interest granted under Section 2.01(j).

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans hereunder the Investor to pay the Investment Amount to Product Sub on the Closing Date shall be subject to each the fulfillment, to the sole satisfaction of the Investor, of all of the following conditionsconditions precedent in addition to the conditions specified in Section 2.01: (a) All Investor shall have received on or before the Closing Date an executed copy of: (i) a certificate of each of Product Sub and the representations Company, executed respectively by a Senior Officer thereof, dated the Closing Date, substantially in the form of Exhibit F hereto; (ii) an executed copy of an opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to Product Sub and warranties the Company, dated the Closing Date in form and substance reasonably satisfactory to the Investor. (b) Product Sub and the Company shall each have delivered to the Investor a certificate, dated the Closing Date, of a Senior Officer (the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement statements in which shall be true and correct on and as of the related Funding Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: ): (i) this Agreementattaching copies, in four counterparts; certified by such officer as true and complete, of such party’s certificate of incorporation or other organizational documents (together with any and all amendments thereto) certified by the appropriate Governmental Authority as being true, correct and complete copies; (ii) attaching copies, certified by such officer as true and complete, of resolutions of the Custodial AgreementBoard of Directors (or similar governing body) of such party authorizing and approving the execution, in four counterparts; delivery and performance by such party of the Transaction Documents to which it is a party and the transactions contemplated herein and therein; (iii) an Officers' Certificate, in setting forth the form incumbency of Exhibit 9 heretothe officer of such party who executed and delivered such Transaction Documents, including all attachments thereto; therein a signature specimen of each such officer; and (iv) an Opinion attaching copies, certified by such officer as true and complete, of Counsel to certificates of the Seller; (v) appropriate Governmental Authority of the jurisdiction of formation, stating that such party was in good standing under the laws of such jurisdiction as of a certificate or other evidence date within five Business Days of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Closing Date. (c) The closing documents for This Agreement and the Mortgage Loans other Transaction Documents shall have been executed and delivered to the Investor by each party thereto (other than the Investor), and Product Sub shall have delivered, or caused to be purchased on each Funding Date shall consist of fully executed originals of delivered, such other documents as the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments)Investor reasonably requested, in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments)each case, in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel and substance satisfactory to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoInvestor. (d) All Product Sub shall have delivered to the Investor certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date (in no event more than five Business Days prior) listing all effective financing statements, lien notices or comparable documents that name Product Sub as debtor and that are filed in those state and county jurisdictions in which Product Sub is organized or maintains its principal place of business. USActive 42004257.15 -32- (e) The Investor shall have received all UCC financing statements in appropriate form for filing under the UCC, and all other terms certificates, agreements, instruments, filings, recordings and conditions of this Agreement other actions, including recordations in the United States Patent and Trademark Office and the Purchase Price United States Copyright Office that are necessary or reasonably requested by the Investor in order to establish, protect, preserve and Terms Letter perfect the security interest in the assets of Product Sub constituting Collateral as provided in the Security Agreement as a valid and perfected first priority security interest with respect to such assets shall have been complied with. Subject duly effected (or arrangements therefor satisfactory to the foregoing conditionsInvestor shall have been made). (f) The Investor shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, Purchaser shall pay to Seller on each Funding Date including without limitation, the applicable Purchase Price as provided hereinPatriot Act, including and the information described in Section 12.17.

Conditions Precedent to Closing. Each purchase (a) The obligation of Mortgage Loans Purchaser to consummate the transactions hereunder shall be subject to each contingent upon (i) Seller's delivery of the following conditions: documents and instruments required to be delivered by Seller pursuant to SECTIONS 10(a) and 10(c), (aii) All the simultaneous closing of the representations transactions described in the Unit Two Contract Assignment and warranties Assumption Agreement, PROVIDED THAT if Seller or Citibank, N.A. elects to postpone the closing of the Seller transactions described in the Unit Two Contract Assignment and Assumption Agreement beyond July 9, 2001, then Purchaser shall, within ten (10) business days of receipt of notice of such election, have the right to terminate this Agreement and receive a return of the Deposit and PROVIDED FURTHER THAT the failure of Purchaser's Affiliate to perform with respect to the transactions contemplated in the Unit Two Assignment and Assumption Agreement shall not excuse Purchaser's performance hereunder or otherwise form the basis of any claim by Purchaser that there is a failure of a condition precedent to the Closing of the transactions contemplated in this Agreement (unless the failure of Purchaser's Affiliate is directly and solely caused by (y) the default of either Seller, as assignor pursuant to the terms of the Unit Two Contract Assignment and Assumption Agreement, or (z) the default by seller under the PHH GuideUnit Two Contract pursuant to the terms of the Unit Two Contract or its failure to convey title as set forth in such contract), and (iii) Seller not being the subject of the Sellers and Purchaser any pending voluntary or involuntary reorganization, liquidation, receivership or other insolvency proceedings under this Agreement shall be true and correct as of the related Funding Dateany federal, and no event shall have occurred whichstate, with notice foreign or the passage of timelocal bankruptcy, would constitute an Event of Default under this Agreement insolvency, liquidation, reorganization or under the PHH Guide;similar type laws. (b) On or before The obligation of Seller to consummate the each Funding Date, the Seller transactions hereunder shall submit to the Purchaser fully executed originals of the following documents: be contingent upon (i) this AgreementPurchaser's delivery of the Purchase Price and the documents and instruments required to be delivered by Purchaser pursuant to SECTIONS 10(b) and 10(c), in four counterparts; (ii) the Custodial simultaneous closing of the transactions under the Unit Two Contract Assignment and Assumption Agreement (including the assignment of the Unit Two Contract to Purchaser's Affiliate; PROVIDED THAT the failure of Purchaser's Affiliate to close such transaction shall not excuse Purchaser's performance hereunder and shall not form the basis of any claim or assertion by Purchaser of a failure of a condition precedent to Closing, unless the failure of Purchaser's Affiliate is directly and solely caused by (y) the default of either Seller, as assignor pursuant to the terms of the Unit Two Contract Assignment and Assumption Agreement, or (z) the default by seller under the Unit Two Contract pursuant to the terms of the Unit Two Contract or its failure to convey title as set forth in four counterparts; such contract, and (iii) an Officers' CertificatePurchaser not being the subject of any pending voluntary or involuntary reorganization, in the form of Exhibit 9 heretoliquidation, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate receivership or other evidence of merger insolvency proceedings under any federal, state, foreign or change of namelocal bankruptcy, signed insolvency, liquidation, reorganization or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;similar type laws. (c) The closing documents for the Mortgage Loans Each of Seller and Purchaser expressly acknowledges and agrees that, subject to be purchased on each Funding Date shall consist of fully executed originals satisfaction of the following documents: conditions set forth in SUBSECTIONS 12(a) and 12(b), and subject to the provisions of SECTIONS 16, 17 and 18, (i) it is absolutely and unconditionally obligated to fulfill its respective obligation to convey and acquire the related Purchase Price and Terms Letter together with Unit in the related Mortgage Loan Schedule; manner contemplated by this Agreement, (ii) it is absolutely and unconditionally obligated to otherwise close the transactions in the time and manner contemplated by this Agreement and (iii) this Agreement is not subject to any conditions or contingencies. Without limiting the generality of the foregoing and notwithstanding any mention of Purchaser's lender or lenders in this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form Purchaser's obligations hereunder shall not under any circumstances be contingent on Purchaser obtaining financing or any lender or investor funding all or any portion of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditionsor other sums, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinwhether due hereunder or otherwise.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject On or prior to each the Effective Date, all obligations of the following conditions: Borrower hereunder to the Agent and the Lenders incurred prior to the Closing Date and any amounts payable to the Agent or the Lenders on the Effective Date (a) All other than legal fees payable pursuant to the last paragraph of this Section 3.1), shall have been paid in full. In addition, the representations and warranties of Agent shall have received or waived in writing the Seller under the PHH Guidefollowing, and of the Sellers and Purchaser under this Agreement shall be true and correct each dated as of or prior to the related Funding Effective Date, in form and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of the following documentsAgent: (i) this Agreementan officer's certificate, in four counterparts; (ii) dated the Custodial AgreementEffective Date, in four counterparts; (iii) an Officers' Certificatesigned by any Co-Chairman, the President, any Senior Vice President, any Vice President or the Controller of the Borrower, and attested to by the Secretary or any Assistant Secretary of the Borrower, in the form of Exhibit 9 heretoD with appropriate insertions, including together with copies of the Articles of Incorporation of Borrower certified by the Secretary of State of the State of the Borrower's incorporation and the By-Laws of Borrower and the resolutions of the Borrower referred to in such certificate; and certified copies of all attachments theretoother documents, if any, evidencing corporate action or governmental authorization or approval with respect to this Agreement, the Promissory Notes, the Advances and the Loan Documents; (ii) duly executed and completed Promissory Notes payable to the order of each Lender; (iii) a duly executed and delivered Affirmation of Environmental Indemnity; (iv) an Opinion opinion of Counsel counsel to the SellerBorrower addressed to the Agent and the Lenders in form reasonably acceptable to the Agent; (v) a certificate or other evidence of merger or change of namefinancial statements in the forms prescribed by Sections 5.2(a)-(d) for the fiscal year 1997, signed or stamped by the applicable regulatory authorityfiscal quarter ended September 30, if any, which states that 1998 and the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicablemost recent Accounting Period; (vi) copies of all financial statements, reports, and proxy statements mailed to the related Purchase Price Borrower's shareholders within the last year, and Terms Lettercopies of all registration statements, together periodic reports, and other documents filed by the Borrower with the related Mortgage Loan ScheduleSecurities and Exchange Commission (or any successor thereto) and any national securities exchange within the last year; (cvii) The closing documents for such consents or acknowledgements, with respect to such of the Mortgage Loans transactions hereunder, from such Persons as the Agent or its counsel may reasonably determine to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedulenecessary or appropriate; (iiA) this Agreementa good standing certificate from the State of Maryland in respect of the Borrower as of a recent date; and (B) a certificate of the Secretary of State of each state in which the Borrower owns a Mortgaged Property or is required to qualify to do business, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, due qualification to do business as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form a foreign entity and good standing of Exhibit 9 hereto, Borrower as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreementrecent date; and (viiix) an Assignment, Assumption title policy endorsements which have the effect of redating the title policies insuring the Liens of the Mortgages. Execution and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions delivery of this Agreement by Borrower shall constitute Borrower's agreement and covenant to pay to the Agent, promptly upon demand (together with a reasonably detailed invoice(s) in respect thereof), all reasonable fees and disbursements of counsel to the Agent and the Purchase Price and Terms Letter shall have been complied with. Subject Lenders incurred prior to or on the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinEffective Date.

Conditions Precedent to Closing. Each purchase The obligations of Mortgage Loans hereunder shall be the Lenders to undertake the Revolving Loan Commitments as of the Agreement Date are subject to the prior fulfillment of each of the following conditionsconditions at the closing of this Agreement: (a) All The Administrative Agent shall have received each of the representations following, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of the following documentsLender Group: (i) this This duly executed Agreement, in four counterparts; (ii) A duly executed Fixed Asset Note and Current Asset Note to the Custodial Agreementorder of each Lender requesting a promissory note in the amount of such Lender's Revolving Commitment Ratio of the Fixed Asset Commitment and the Current Asset Commitment, in four counterpartsas applicable; (iii) an Officers' CertificateThe duly executed Canadian Pledge Agreement and the duly executed European Pledge Agreement, together in each case with any instruments or documents relating thereto that are reasonably required to establish the first priority, perfected security interest of the Administrative Agent in the form of Exhibit 9 hereto, including all attachments theretoCollateral pledged thereunder; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped The Security Agreement duly executed by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Lettereach Borrower Party, together with the Uniform Commercial Code financing statements related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested The Fixed Asset Security Agreement duly executed by the Seller each Borrower Party, together with respect to a specific sale of Mortgage Loans)Uniform Commercial Code financing statements related thereto; (vi) The Airplane Security Agreement duly executed by the related Mortgage Loan ScheduleBorrower; (vii) The Fee Letter duly executed by the Borrower; (viii) Duly executed Blocked Account Agreements; (ix) Duly executed Negative Pledge Agreement; (x) The legal opinions of (A) Milbank, one Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel to the Borrower Parties, (B) ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in-house counsel to the Borrower Parties, (C) Colby, Monet, local Canadian counsel to ▇▇▇▇▇▇ & ▇▇▇▇▇ International, Inc. and ▇▇▇▇▇▇ & ▇▇▇▇▇ Limited Canada, (D) ▇▇▇▇▇▇▇▇ Chance, local Dutch counsel to ▇▇▇▇▇ Europe, Inc. and ▇▇▇▇▇▇ & ▇▇▇▇▇ Europe, Inc., and (E) ▇▇▇▇▇▇▇▇, ▇▇▇▇ & Calabria, local Puerto Rican counsel to ▇▇▇▇▇▇ & ▇▇▇▇▇ Caribe Inc., in each case addressed to the Lender Group, together with copies of any legal opinions upon which any of the foregoing rely; (xi) A duly executed Borrowing Base Certificate dated as of the Agreement Date, setting forth a calculation of Total Availability as of May 25, 2003; (xii) With respect to each Borrower Party, a loan certificate signed by an Authorized Signatory of such Borrower Party in substantially the form of Exhibit S, including a certificate of incumbency with respect to each Authorized Signatory of such Borrower Party, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of organization of such Borrower Party certified to be attached true, complete and correct by the Secretary of State for the State of such Borrower Party's organization, (B) a true, complete and correct copy of the by-laws, partnership agreement or limited liability company or operating agreement of such Borrower Party, (C) a true, complete and correct copy of the resolutions of such Borrower Party authorizing the execution, delivery and performance by such Borrower Party of the Loan Documents and, with respect to the Borrower, authorizing the borrowings hereunder, and (D) certificates of good standing from each counterpart jurisdiction in which such Borrower Party is qualified or authorized to do business, except to the extent failure to be qualified or authorized to do business, or to be in good standing, could not reasonably be expected to have a Materially Adverse Effect; (xiii) Copies of certificates of insurance and loss payable endorsements with respect to the Borrower Parties, and other evidences of insurance meeting the requirements of Section 6.5; (xiv) Copies of any pay-off letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the removal of any Liens (other than Permitted Liens) against the assets of the Borrower Parties, including, without limitation, evidence that all obligations of the Borrower and the Special Purpose Subsidiary in respect of the Securitization Facility have been terminated; (xv) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and filing offices (including, with respect to the Airplane, the offices of the Federal Aviation Administration); (xvi) Evidence that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens); (xvii) No change in the business assets, management, operations, financial condition or prospects of the Borrower Parties shall have occurred since May 21, 2003, the date of the comfort letter related to the Borrower's financial statements for the fiscal year ended December 29, 2002, and the fiscal quarter ended March 30, 2003, delivered by the Borrower's certified public accountants, which change is reasonably likely to have a Materially Adverse Effect; and (xviii) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and each other member of the Lender Group in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to each counterpart of the related Custodial Agreement; and (vii) an AssignmentAdministrative Agent, Assumption to the extent invoices for such fees and Recognition Agreement, in expenses have been delivered to the form of Exhibit 2.05 heretoBorrower. (db) All other terms and conditions of this Agreement The Administrative Agent shall have received confirmation that the original Uniform Commercial Code financing statements naming the respective Borrower Parties as debtor and the Purchase Price and Terms Letter shall Administrative Agent as secured party have been complied with. Subject duly filed in all appropriate jurisdictions, in such form as shall be satisfactory to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.Administrative Agent;

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV, the Receivables Seller or the Originators shall have paid in full (A) all amounts required to be paid by any of them on or prior to the Closing Date pursuant to the Fee Letters and (B) the fees and expenses described in clause (i) of Section 9.4 and invoiced prior to the Closing Date, and (ii) the Agent shall have received, for itself and each of the Investors and the Agent’s counsel, an original (unless otherwise indicated) of each of the following conditionsdocuments, each in form and substance satisfactory to the Agent: (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Second Tier Agreement, the Fee Letters and each of the representations other Transaction Documents executed by the Originators, the SPV, the Receivables Seller, the Blocked Account Banks and warranties of the Seller under the PHH GuideServicer, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit G, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things: (i) this Agreementthe certificate of formation of the SPV (certified by the Secretary of State or other similar official of the SPV’s jurisdiction of organization, in four counterpartsas applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsoperating agreement of the SPV; (iii) an Officers' Certificateresolutions of the board of managers of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, Second Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and (iv) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals H of the following documentssecretary or assistant secretary of each Originator, the Receivables Seller and the Servicer certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things: (i) the related Purchase Price certificate of formation and Terms Letter together with limited liability company agreements of such Originator and the related Mortgage Loan ScheduleServicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) this Agreement, as originally executed (subject to amendments), in four counterpartsthe operating agreement of such Originator and the Servicer; (iii) resolutions of the Custodial Agreementboard of managers or other governing body of such Originator, as originally executed the Receivables Seller and the Servicer authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a party and all other documents evidencing necessary corporate action (subject to amendments)including shareholder consents) and government approvals, in four counterparts;if any; and (iv) an Officers' Certificatethe incumbency, in authority and signature of each officer of such Originator and the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to Servicer executing the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoTransaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of organization and certificates of qualification as a foreign corporation issued by the Secretaries of State or other terms and conditions similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the Purchase Price other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each Originator, the Receivables Seller and Terms Letter shall have been complied with. Subject the Servicer issued by the Secretary of State or a similar official of its jurisdiction of organization and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the foregoing conditionstransactions contemplated by this Agreement and the other Transaction Documents, Purchaser in each case, dated as of a recent date. (f) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), filed on or before the initial Investment naming each Originator, as the debtor, in favor of Boise Cascade, as secured party/assignor, and the Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect Boise Cascade’s ownership interest in all Receivables and the other Affected Assets acquired from such Originators. (h) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), filed on or before the initial Investment naming the Receivables Seller, as the debtor, in favor of the SPV, as secured party/assignor, and the Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets acquired by the SPV from Boise Cascade. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV. (j) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by any Originator. (k) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by the Receivables Seller. (l) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the date of the initial Investment listing all effective financing statements which name the SPV or any Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f), (g) or (h) above and such other jurisdictions where the Agent may reasonably request together with copies of such financing statements (none of which shall pay cover any Receivables, other Affected Assets or Contracts), and similar search reports with respect to Seller federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no such liens on any of the Receivables, other Affected Assets or Contracts. (m) Executed copies of the Blocked Account Agreements relating to each Funding Date of the applicable Purchase Price Blocked Accounts. (n) A favorable opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President and General Counsel to the SPV, the Servicer and each Originator, covering paragraphs 1, 2, 3, 5, 6, 7 and 8 of Exhibit I, and as provided hereinto such other matters as the Agent may reasonably request, in form and substance satisfactory to the Agent and Agent’s counsel. (o) A favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special counsel to the SPV and each Originator, covering paragraphs 4, 9, 10, 11 and 12 of Exhibit I, including the time period over which UCC financing statements filed in all appropriate jurisdictions remain effective, as well as certain bankruptcy and insolvency matters, in form and substance satisfactory to the Agent and Agent’s counsel. (p) A favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the SPV, each Originator and the Servicer, covering paragraphs 5 and 13 of Exhibit I, in form and substance satisfactory to the Agent and Agent’s counsel. (q) A CD Rom or other electronic format acceptable to the Agent identifying all Receivables and the Unpaid Balances thereon and such other information as the Agent may reasonably request. (r) Satisfactory results of a review and audit of each Originator’s collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of each Originator’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and the Second Tier Agreement and a written outside Audit Report of Protiviti as to such matters. (s) A Servicer Report as of October 26, 2005 showing the calculation of the Aggregate Net Investment, each Class Net Investment and Required Reserves after giving effect to the initial Investment. (t) Evidence of the appointment of CT Corporation System as agent for process as required by Section 11.4. (u) Evidence that the Collection Account required to be established hereunder has been established. (v) A copy of the Notice of Obligors. (w) Such other approvals, documents, instruments, certificates and opinions as the Agent, any Class Agent or any Investor, may reasonably request.

Conditions Precedent to Closing. Each (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the expiration of Mortgage Loans the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or Ninety Seven Thousand Three Hundred Thirty and No/100 Dollars ($97,330.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “▇▇▇▇▇▇▇ Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be subject issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission ▇▇▇▇▇▇ Creek, DST, Mission Battleground Park, DST, Mission ▇▇▇▇▇▇ Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission Brentwood, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the following conditions:Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. (aiii) All Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the Seller under transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the PHH Guideparty depositing the same and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and of the Sellers unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the ▇▇▇▇▇▇▇ Money Note shall be returned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the related Funding Closing Date, and no event (iii) Assumed Loan Lender shall have occurred whichgranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, with and (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice or thereof to the passage of timePurchaser, would constitute an Event of Default and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents except for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price indemnification and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), hold harmless provisions contained in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoSection 7. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each (a) The Company’s obligation to complete the purchase and sale of Mortgage Loans hereunder the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to each of the following conditions: , any one or more of which may be waived in writing by the Company: (ai) All receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (ii) completion of the purchases and sales under the Agreements with Purchasers of Shares having an aggregate purchase price of at least $20,000,000; (iii) the accuracy of the representations and warranties (as if such representations and warranties were made on the Closing Date) made by the Purchasers and the fulfillment of those undertakings and covenants of the Seller Purchasers required to be fulfilled prior to the Closing; (iv) the Purchaser shall have executed and delivered to the Company the Questionnaire and the Registration Statement Questionnaire attached hereto as part of Appendix I (the “Registration Statement Questionnaire”), pursuant to which the Purchaser shall provide information necessary to confirm such Purchaser’s status as an “accredited investor” as defined in Rule 501 promulgated under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and Securities Act; (v) no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under proceeding challenging this Agreement or under any agreement with any Other Purchaser or the PHH Guide;transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; and (vi) the sale of Shares shall not be prohibited by any law or governmental order or regulation. (b) On or before The Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the each Funding Date, the Seller Shares evidenced thereby shall submit be subject to the Purchaser fully executed originals of the following documents: conditions: (i) this Agreement, in four counterparts; that the representations and warranties made by the Company herein are accurate as of the Closing Date; (ii) that the Custodial Agreement, in four counterparts; Company has fulfilled all undertakings and covenants set forth herein required to be fulfilled prior to the Closing; (iii) an Officers' Certificate, in that the form of Exhibit 9 hereto, including all attachments thereto; Common Stock shall be quoted on the Nasdaq National Market System (“Nasdaq”); (iv) an Opinion the absence of Counsel to any Material Adverse Change (as defined in Section 4.22 below) affecting the Seller; Company since September 30, 2004; (v) a certificate no proceeding challenging this Agreement or other evidence of merger the transactions contemplated hereby or change of namethereby or seeking to prohibit, signed alter, prevent or stamped by materially delay the applicable regulatory authorityClosing shall have been instituted or shall be pending before any court, if anyarbitrator or governmental body, which states that the Mortgage Loans were acquired by the Seller by merger agency or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; official; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to Shares shall not be attached to each counterpart of this Agreement, prohibited by any law or governmental order or regulation; and to each counterpart of the related Custodial Agreement; and (vii) the purchase of Shares having an Assignment, Assumption and Recognition Agreement, in the form aggregate purchase price among all Purchasers of Exhibit 2.05 heretoat least $20,000,000. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each The obligation of the Purchaser to purchase the Bonds, of Mortgage Loans hereunder the Issuer to make the loan contemplated by this Bond Purchase Agreement, and the Purchaser to make advances in accordance with this Bond Purchase Agreement shall be subject to receipt by the Purchaser and the Issuer of all documents and assurances required by the Purchaser and the Issuer, and the receipt by the Purchaser and the Issuer, as applicable, of each of the following conditionsin form and substance reasonably satisfactory to the Purchaser and its counsel: (a) All The original, executed Bonds and executed originals of all of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;other Bond Documents. (b) On or before the each Funding Date, the Seller shall submit Evidence satisfactory to the Purchaser fully executed originals of the following documentsand its counsel as to: (i) this Agreement, in four counterpartsthe valid corporate existence of the Issuer; (ii) the Custodial Agreementdue authorization and execution by, in four counterparts;and the valid and binding affect upon, the respective parties thereof of each of the Bond Documents; and (iii) an Officers' Certificateno litigation materially affecting the operations, in properties, or assets of the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to Issuer or the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Institution. (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals A certified copy of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoBond Resolution. (d) All An opinion of counsel to the Issuer as to the valid corporate existence of the Issuer, the due authorization, execution and delivery by the Issuer of the Bonds and the other terms Issuer Documents, the absence of material litigation involving the Issuer and conditions such other matters as the Purchaser, its counsel or Bond Counsel may reasonably request. (e) An opinion or opinions of counsel to the Institution as to the valid corporate existence of the Institution, the due authorization, execution and delivery by the Institution of the Bond Documents to which it is a party, the absence of material litigation involving the Institution or the Facility and such other matters as the Purchaser, its counsel or Bond Counsel may reasonably request. (f) An opinion of ▇▇▇▇▇▇ Beach PLLC as Bond Counsel, as to the due existence and authority of the Issuer; the valid issuance of the Bonds under the Bond Resolution and the Act; the exclusion from gross income for Federal income tax purposes of interest payable on the 2021A Bonds, and the exemption from registration of the Bonds under the Securities Act of 1933, as amended. (g) Binders (or appropriate ▇▇▇▇▇ insurance forms) for insurance providing coverage required by Article IV hereof. (h) To the extent required by the Purchaser, an Appraisal prepared for the Purchaser, by an appraiser acceptable to the Purchaser, of the Mortgaged Property, in form and substance acceptable to the Purchaser. (i) A completed and executed Form 8038 with respect to the Tax-Exempt Bonds or evidence of filing thereof with the Secretary of Treasury. (j) Evidence that the issuance of the Series 2021A Bonds for the purpose of financing the Project has been approved by the Applicable Elected Representative after a public hearing held upon reasonable notice. (k) Evidence satisfactory to the Purchaser and its counsel as to (i) the methods of access to and egress from the Mortgaged Property, and nearby or adjoining public ways, meeting the reasonable requirements of property of the type contemplated to be completed and the status of completion of any required improvements to such access; (ii) the availability of storm and sanitary sewer facilities meeting the reasonable requirements of the Mortgaged Property; (iii) the availability of all other required utilities, in location and capacity sufficient to meet the reasonable needs of the Mortgaged Property; and (iv) the securing of all governmental approvals from each applicable Governmental Authority which are required under applicable requirements for the construction, renovation and equipping of the Mortgaged Property, if any, together with copies of all such governmental approvals. (l) Evidence satisfactory to the Purchaser that the zoning of the Mortgaged Property permits the use and operation of the Mortgaged Property. (m) A copy of the charter of the Institution and any amendments thereto. (n) True and correct copies of the resolutions of the Board of Trustees or Directors of the Institution approving the Bond Documents. Such resolutions shall be certified as to the accuracy, due adoption and continuing force and effect thereof by an officer of the Institution. (o) A certificate executed by an officer of the Institution certifying as to the names and true signatures of the officers of the Institution authorized to execute this Bond Purchase Agreement, the Bond Documents and any and all certificates, notices and reports referred to in this Bond Purchase Agreement; each such certificate shall state that the Purchaser may conclusively rely on the statements made therein until the Purchaser shall receive a further certificate of such an officer canceling or amending the prior certificate and submitting signatures of the officers named in such further certificate. (p) Copies of all approvals, authorizations, or consents of, or notices to, or registrations with, any Governmental Authority, if any, required for the Institution to enter into this Bond Purchase Agreement and the other Bond Documents to which the Institution is a party and to carry out the transactions contemplated hereby and thereby. (q) Payment by the Institution of all fees and expenses incurred by the Purchaser in connection with this Bond Purchase Price Agreement, the Bond Documents and Terms Letter the transactions contemplated herein and therein, including, without limitation, the Up Front Fee and third party expenses, and reasonable fees related to the fees and disbursements of the attorneys for the Issuer and the Purchaser. (r) Evidence satisfactory to the Purchaser that (i) the Institution is an exempt organization, (ii) no litigation or proceedings are pending or threatened which would or might cause a Material Adverse Effect and if any outstanding judgment or pending lawsuit exists, the Institution shall provide an explanation, satisfactory to the Purchaser, of such judgment or lawsuit. (s) A certified copy of the fully executed by-laws of the Institution, in form and substance satisfactory to the Purchaser and a certificate of good standing relating to the Institution. (t) Evidence satisfactory that (i) all real estate taxes, assessments and water and sewer charges levied or assessed against the Mortgaged Property and/or the Improvements have been complied with. Subject paid in full, and (ii) there is not then pending by or against the Institution, any petition for reorganization or arrangement under any bankruptcy or insolvency law, or any other action brought under such laws. (u) The executed Bonds and executed counterparts of all the Bond Documents. (v) Evidence satisfactory to the foregoing conditionsPurchaser based on Appraisals of a Loan-to-Value Ratio of the Mortgaged Property (based on all mortgages encumbering the Mortgaged Property) on an “as is” basis not to exceed 65% as of the Closing Date. (w) Mortgagee’s title insurance policy to be dated the Closing Date, and issued by Title Insurance Company. Such title insurance policy shall (i) be in an amount equal to the Series 2021A Bonds with respect to the Mortgage; (ii) insure that the Mortgage creates a valid lien on the Mortgaged Property in favor of the Purchaser, and all without title insurance exceptions (unless otherwise agreed to by the Purchaser shall pay to Seller on each Funding Date and the applicable Purchase Price as provided herein.Issuer), including but not limited to, (a) mechanics’ liens, (b) parties in possession, (c) rights of reverter, (d) declarations of restrictive covenants, (e) any other standard exceptions, and (f) reservation for creditor’s rights,

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or Arrow shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter or otherwise hereunder and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, and (ii) the Administrative Agent shall have received, sufficient original (unless otherwise indicated) copies for itself and each of the Investors and the Administrative Agent’s counsel, of each of the following conditions:documents, each in form and substance satisfactory to the Administrative Agent and each Funding Agent. (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter and each of the representations other Transaction Documents executed by the Originators, the SPV and warranties of the Seller under the PHH GuideMaster Servicer, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit G, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) this Agreementthe articles of incorporation, in four counterpartscharter or other organizing document (including a limited liability company agreement, if applicable) of the SPV (certified by the Secretary of State or other similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of the SPV; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and (iv) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals H of the following documentssecretary or assistant secretary of each Originator and the Master Servicer certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) the related Purchase Price and Terms Letter together with articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of such Originator or Master Servicer (certified by the related Mortgage Loan ScheduleSecretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) this Agreement, as originally executed (subject to amendments), in four counterpartsthe by-laws of such Originator or the Master Servicer; (iii) resolutions of the Custodial board of directors or other governing body of such Originator or the Master Servicer authorizing the execution, delivery and performance by it of this Agreement, as originally executed the First Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (subject to amendments)including shareholder consents) and government approvals, in four counterparts;if any; and (iv) an Officers' Certificatethe incumbency, in authority and signature of each officer of such Originator or the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to Master Servicer executing the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoTransaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other terms and conditions similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the Purchase Price other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each Originator and Terms Letter shall have been complied with. Subject the Master Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the foregoing conditionstransactions contemplated by this Agreement and the other Transaction Documents, Purchaser in each case, dated as of a recent date. (f) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Administrative Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming Arrow, as debtor, in favor of the SPV, as secured party and Administrative Agent for the benefit of the Investors, assignee or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (h) Acknowledgment copies of proper financing statements (Form UCC-1) filed on or before the initial Investment Date naming the applicable Originator, as the debtor, in favor of Arrow, as secured party, and the Administrative Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV. (j) Copies of proper financing statements (Form UCC-3) or appropriate acknowledgments, waivers or consents, if any, filed or obtained on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by any Originator. (k) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Administrative Agent) dated a date reasonably near the date of the initial Investment listing all effective financing statements which name the SPV or an Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Administrative Agent may reasonably request together with copies of such financing statements (none of which shall pay cover any Receivables, other Affected Assets or Contracts), and similar search reports with respect to Seller federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no such liens on any of the Receivables, other Affected Assets or Contracts. (l) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (m) A favorable opinion of Milbank, Tweed, H▇▇▇▇▇ & M▇▇▇▇▇ LLP, (i) special counsel to the SPV, the Master Servicer and the Originators, substantially in the form set forth in Exhibit I-2, including the time period over which UCC financing statements filed in all appropriate jurisdictions remain effective and as to such other matters as any Funding Agent may reasonably request, (ii) a favorable opinion of Davies, Ward, P▇▇▇▇▇▇▇ & Vineberg LLP, special counsel to the SPV, the Master Servicer and the Originator, substantially in the form set forth in Exhibit I-3, and (iii) a favorable opinion of R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, counsel to the SPV, the Master Servicer and certain Originators substantially in the form set forth in Exhibit I-1. (n) A favorable opinion of Milbank, Tweed, H▇▇▇▇▇ & M▇▇▇▇▇ LLP, special counsel to the SPV, the Master Servicer and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Administrative Agent, Administrative Agent’s counsel and each Funding Date Agent. (o) A listing in form reasonably acceptable to the Administrative Agent setting forth all Receivables and the Unpaid Balances thereon as of March 2, 2001 and such other information as the Administrative Agent may reasonably request. (p) Satisfactory results of a review and audit by the Administrative Agent and each Investor (including discussions with the Originators’ independent accountants) of the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (q) A Master Servicer Report as of March 2, 2001 showing the calculation of the Net Investment and Required Reserves after giving effect to the initial Investment. (r) Evidence of the appointment of Arrow as agent for process as required by Section 11.4(c). (s) Evidence that each of the Collection Account and the Funding Account required to be established hereunder has been established. (t) To the extent required by each Conduit Investor’s commercial paper program documents, a letter from the applicable Purchase Price rating agencies confirming that such Conduit Investor’s participation in the transaction contemplated by this Agreement will not result in the withdrawal or downgrading of the rating of such Conduit Investor’s commercial paper. (u) Such other approvals, documents, instruments, certificates and opinions as provided hereinthe Administrative Agent, any Funding Agent or any Investor, may reasonably request.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage each of the Lenders to undertake its respective Revolving Loan Commitment and to make the initial Advance of the Loans hereunder shall be is subject to the prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Arrangers and their counsel and to the Majority Lenders: (i) this duly executed Agreement; (ii) the duly executed Notes; (iii) the duly executed Contribution Agreement; (iv) the duly executed Borrower Security Agreement, together with evidence of the filing of appropriate UCC-1 financing statements forms; (v) the duly executed Borrower's Pledge Agreement, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (vi) the duly executed Partnership Pledge Agreement, together with evidence of the filing of appropriate UCC-1 financing statement forms; (vii) a loan certificate of the Borrower, including a certificate of incumbency with respect to the signature of each Authorized Signatory of the Borrower, which loan certificate shall be in substantially the form of EXHIBIT P attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of organization of the Borrower, certified by the Secretary of State of Delaware, (B) a true, complete and correct copy of the limited liability company or operating agreement of the Borrower, (C) a copy of the resolutions of the sole member of the Borrower, authorizing the Borrower with respect to the borrowing hereunder and the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to which it is a party, and (D) certificates of existence for the Borrower issued by the Secretary of State or similar state official for the State of Delaware and for each state in which the Borrower is, or is required to be, qualified to do business; (viii) the duly executed RMHI Pledge Agreement, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (ix) a loan certificate of RMHI, including a certificate of incumbency with respect to the signature of each Authorized Signatory of RMHI, which loan certificate shall be in substantially the form of EXHIBIT Q attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation of RMHI, certified 50 by the Secretary of State of Delaware, (B) a true, complete and correct copy of the bylaws of RMHI, (C) a copy of the resolutions of the board of directors of RMHI, authorizing RMHI with respect to the execution, delivery and performance by RMHI of the Loan Documents to which it is a party, and (D) certificates of existence for RMHI issued by the Secretary of State or similar state official for the State of Delaware and for each state in which RMHI is, or is required to be, qualified to do business; (x) the duly executed Subsidiary Pledge Agreement from each Guarantor which has one or more Subsidiaries, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (xi) the duly executed Subsidiary Security Agreement from each Guarantor, together with evidence of the filing of appropriate UCC-1 financing statement forms; (xii) a certificate of each Guarantor, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such Subsidiary, which loan certificate shall be in substantially the form of EXHIBIT R attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation, certificate of limited partnership or certificate of organization of such Guarantor, certified by the Secretary of State of such Guarantor's organization, (B) a true, complete and correct copy of by-laws, partnership agreement or limited liability company or operating agreement of such Guarantor, (C) a copy of the resolutions of the board of directors, or other appropriate entity, of such Guarantor, authorizing such Guarantor with respect to the execution, delivery and performance by such Guarantor of this Agreement and the other Loan Documents to which it is a party, (D) certificates of existence for such Guarantor issued by the Secretary of State or similar state official for the state of such Guarantor's organization and for each state in which such Guarantor is, or is required to be, qualified to do business, and (E) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests or management of such Guarantor; (xiii) the duly executed Fee Letters, together with evidence of receipt of all fees due on the Agreement Date from the Borrower to the Credit Parties in accordance therewith; (xiv) the duly executed Subordination of Intercompany Obligations Agreement and the duly executed Subordination of Tax Liabilities Agreement; (xv) the duly executed Trademark Security Agreement,together with an appropriate filing coversheet and evidence of the filing of appropriate UCC-1 financing statement forms; (xvi) opinions of counsel to the Borrower, RMHI and the Guarantors addressed to each Credit Party and in form and substance satisfactory to the Arrangers and their counsel; (xvii) a copy of the corporate organizational chart of the RMG Companies, the MGM Companies and the Unrestricted Subsidiaries; (xviii) a copy of (A) the audited consolidated balance sheets, income statements and cash flow statements submitted to the SEC as a part of CSC's 10-K filing setting forth the financial information of the RMG Tracking Stock Group, (B) the audited combined balance sheets and income statements for the MGM Companies and (C) the unaudited combining balance sheets and income statements for the MGM Companies, in each case for the year ended December 31, 2000, and a copy of (A) the unaudited consolidated balance sheets, income statements and cash flow statements submitted to the SEC as part of the CSC's 10-Q filing setting forth the financial information of the RMG Tracking Stock Group and (B) the unaudited combined balance sheets and income statements for the MGM Companies, in each case for the quarter ended September 30, 2001; (xix) copies of insurance binders or certificates covering the assets of the RMG Companies, and otherwise meeting the requirements of, and to the extent required by, Section 6.5 hereof; and (xx) the duly executed Request for Advance for the initial Advance of the Loans. (b) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser RMG Companies under this Agreement shall be true and correct as in all material respects, both before and after giving effect to the application of the related Funding Dateproceeds of the initial Advance of the Loans, and no event the Administrative Agent shall have occurred which, with notice or the passage received a certificate of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals Authorized Signatory of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Borrower so stating. (c) The closing documents for No litigation shall have been commenced against any of the Mortgage Loans RMG Companies or any of the MGM Companies since December 31, 2000, which, if such litigation could reasonably be expected to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreementdetermined adversely to any such Company, as originally executed (subject could reasonably be expected to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to have a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoMaterially Adverse Effect. (d) All other terms There shall have been no material adverse change in the business, assets or financial condition of the RMG Companies and the MGM Companies from that reflected in the financial statements provided pursuant to Section 4.1(a)(xviii) hereof. (e) The Arrangers shall have received the results of lien searches against each of the RMG Companies from all applicable jurisdictions which shall be reasonably satisfactory to them and their counsel. (f) The Arrangers shall have received evidence satisfactory to them that all conditions precedent to the consummation of the transactions contemplated by the AMC/Bravo Loan Agreement shall have been fulfilled to the satisfaction of the AMC/Bravo Credit Parties and that concurrently with the closing of this Agreement and the Purchase Price and Terms Letter transactions contemplated hereby the transactions contemplated by the AMC/Bravo Loan Agreement shall be consummated. (g) The Administrative Agent shall have been complied with. Subject received a certificate of an Authorized Signatory of the Borrower demonstrating, on a pro forma basis, as of the Agreement Date, that the Leverage Ratio calculated as of the Agreement Date, based on Annualized Cash Flow as of the last day of the fiscal quarter ending September 30, 2001, and Total Debt after giving effect to the foregoing conditionsinitial Advance of the Loans hereunder, Purchaser is less than or equal to 3.50 to 1.00. (h) The Administrative Agent shall pay to Seller on have received copies of the Janus Guaranty and each Funding Date of the applicable Purchase Price as provided hereinExisting Investment Guaranties.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage each of the Lenders to undertake its respective Commitments and to make the initial Advance of the Loans hereunder shall be is subject to the prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Arrangers and their counsel and to the Majority Lenders: (i) this duly executed Agreement; (ii) the duly executed Borrower Security Agreement, together with evidence of the filing of appropriate UCC-1 financing statements forms; (iii) the duly executed Borrower's Pledge Agreement, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (iv) the duly executed Partnership Pledge Agreement, together with evidence of the filing of appropriate UCC-1 financing statement forms; (v) a loan certificate of the Borrower, including a certificate of incumbency with respect to the signature of each Authorized Signatory of the Borrower, which loan certificate shall be in substantially the form of EXHIBIT Q attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation of the Borrower, certified by the Secretary of State of Delaware, (B) a true, complete and correct copy of the by-laws of the Borrower, (C) a copy of the resolutions of the board of directors of the Borrower, authorizing the Borrower with respect to the borrowing hereunder and the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to which it is a party, (D) certificates of existence for the Borrower issued by the Secretary of State or similar state official for the State of Delaware and for each state in which the Borrower is, or is required to be, qualified to do business, and (E) a true, complete and correct copy of any agreement in 62 effect with respect to the voting rights, ownership interests or management of the Borrower; (vi) the duly executed CSC Holdings Pledge Agreement, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (vii) a loan certificate of CSC Holdings, including a certificate of incumbency with respect to the signature of each Authorized Signatory of CSC Holdings, which loan certificate shall be in substantially the form of EXHIBIT R attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation of CSC Holdings, certified by the Secretary of State of Delaware, (B) a true, complete and correct copy of the bylaws of CSC Holdings, (C) a copy of the resolutions of the board of directors of CSC Holdings, authorizing CSC Holdings with respect to the execution, delivery and performance by CSC Holdings of the Loan Documents to which it is a party, and (D) certificates of existence for CSC Holdings issued by the Secretary of State or similar state official for the State of Delaware and for each state in which CSC Holdings is, or is required to be, qualified to do business; (viii) the duly executed Subsidiary Pledge Agreement from each Guarantor which has one or more Subsidiaries, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (ix) the duly executed Subsidiary Security Agreement from each Guarantor, together with evidence of the filing of appropriate UCC-1 financing statement forms; (x) a loan certificate of each Guarantor, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such Guarantor, which loan certificate shall be in substantially the form of EXHIBIT S attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation, certificate of limited partnership or certificate of organization of such Guarantor, certified by the Secretary of State of such Guarantor's organization, (B) a true, complete and correct copy of by-laws, partnership agreement or limited liability company or operating agreement of such Guarantor, (C) a copy of the resolutions of the board of directors, or other appropriate entity, of such Guarantor, authorizing such Guarantor with respect to the execution, delivery and performance by such Guarantor of this Agreement and the other Loan Documents to which it is a party, (D) certificates of existence for such Guarantor issued by the Secretary of State or similar state official for the state of such Guarantor's organization and for each state in which such Guarantor is, or is required to be, qualified to do business, and (E) a true, complete and correct copy of any agreement 63 in effect with respect to the voting rights, ownership interests or management of such Guarantor; (xi) the duly executed Fee Letters, together with evidence of receipt of all fees due on the Agreement Date from the Borrower to the Credit Parties in accordance therewith; (xii) the duly executed Subordination of Intercompany Obligations Agreement; (xiii) the duly executed Trademark Security Agreement, together with an appropriate filing coversheet and evidence of the filing of appropriate UCC-1 financing statement forms; (xiv) opinions of counsel to the Borrower, CSC Holdings and the Guarantors addressed to each Credit Party and in form and substance satisfactory to the Arrangers and their counsel; (xv) a copy of the corporate organizational chart of the Rainbow Companies, the MGM Companies and the Unrestricted Subsidiaries; (xvi) a copy of (A) the audited consolidated balance sheets, income statements and cash flow statements for the Rainbow Group, (B) the audited combined balance sheets and income statements for the MGM Companies and (C) the unaudited combining balance sheets and income statements for the MGM Companies, in each case for the year ended December 31, 2001, and a copy of (A) the unaudited consolidated balance sheets, income statements and cash flow statements for the Rainbow Group, and (B) the unaudited combined balance sheets, income statements and cash flow statements for the MGM Companies, in each case for the quarter ended September 30, 2002; (xvii) copies of insurance binders or certificates covering the assets of the Rainbow Companies, and otherwise meeting the requirements of, and to the extent required by, Section 6.5 hereof; (xviii) the duly executed Request for Advance for the initial Advance of the Loans; (xix) evidence that the Borrower shall have obtained debt ratings from both ▇▇▇▇▇'▇ Investors Service, Inc. and Standard & Poor's with respect to the Loans; and (xx) evidence that the AMC Intercompany Indebtedness, and any other Indebtedness of any of the Rainbow Companies in favor of any Affiliate (other than any Indebtedness permitted under Section 8.1 hereof), shall have been repaid in full. (b) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser Rainbow Companies under this Agreement shall be true and correct as in all material respects, both before and after giving effect to the application of the related Funding Dateproceeds of the initial Advance of the Loans, and no event the Administrative Agent shall have occurred which, with notice or the passage received a certificate of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals Authorized Signatory of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Borrower so stating. (c) The closing documents for No litigation shall have been commenced against any of the Mortgage Loans Rainbow Companies or any of the MGM Companies since December 31, 2001, which, if such litigation could reasonably be expected to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreementdetermined adversely to any such Company, as originally executed (subject could reasonably be expected to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to have a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoMaterially Adverse Effect. (d) All other terms There shall have been no material adverse change in the business, assets or financial condition of the Rainbow Group and the MGM Companies from that reflected in the financial statements provided pursuant to Section 4.1(a)(xvi) hereof. (e) The Arrangers shall have received the results of lien searches against each of the Rainbow Companies from all applicable jurisdictions which shall be reasonably satisfactory to them and their counsel. (f) The Arrangers shall have received evidence satisfactory to them that all conditions precedent to the consummation of the transactions contemplated by the AMC Loan Agreement shall have been fulfilled to the satisfaction of the AMC Credit Parties and that concurrently with the closing of this Agreement and the Purchase Price and Terms Letter transactions contemplated hereby the transactions contemplated by the AMC Loan Agreement shall be consummated. (g) The Administrative Agent shall have been complied with. Subject received a certificate of an Authorized Signatory of the Borrower demonstrating, on a pro forma basis, as of the Agreement Date, that the Senior Leverage Ratio calculated as of the Agreement Date, based on Annualized Cash Flow as of the last day of the fiscal quarter ending September 30, 2002, and Senior Debt after giving effect to the foregoing conditionsinitial Advance of the Loans hereunder, Purchaser shall pay is less than or equal to Seller on each Funding Date the applicable Purchase Price as provided herein3.25 to 1.00.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement The following shall be true conditions precedent to Purchaser's obligation to consummate the purchase and correct as of sale transaction contemplated herein (the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents:"Purchaser's Conditions Precedent"): (i) Purchaser shall not have terminated this AgreementAgreement in accordance with Section 4, Section 8, Section 17(a) or Section 17(b) of this Agreement within the time periods described in four counterparts;said Sections. (ii) Title Company shall stand ready to issue, at the Custodial AgreementClosing, an ALTA owner's policy of title insurance (the "Title Policy"), insuring Purchaser's interest in four counterparts;the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Exceptions. (iii) an Officers' CertificatePurchaser shall have received and reasonably approved, at least ten (10) days prior to the Closing, executed estoppel certificates substantially in the form of Exhibit 9 heretoC hereto from every tenant occupying at least 2,500 rentable square feet, including all attachments thereto; and, collectively from tenants occupying at least eighty percent (iv80%) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, leasable space in the form Improvements which is leased as of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart date of this Agreement, and provided, however, that if the form of estoppel certificate attached hereto as Exhibit C requests information in addition to each counterpart or different than that required to be given pursuant to a tenant's Lease, this condition will be satisfied for such tenant(s) if such tenant(s) executes an estoppel certificate in the form required pursuant to its Lease. If Seller is unable to obtain an estoppel certificate from a sufficient number of tenants to satisfy the related Custodial Agreement; percentage set forth above, then, in lieu thereof, Seller shall provide to Purchaser a certificate pertaining to those tenants necessary to satisfy the percentage set forth above covering the same matters that would have been set forth in the tenant's estoppel certificate (and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and event that, after the Purchase Price and Terms Letter Closing, Seller delivers to Purchaser a tenant estoppel certificate from a tenant for whom Seller executed a Seller's certification at the Closing, then Seller thereafter shall have been complied withbe released from said certification). Subject to the foregoing conditionspreceding sentence, Purchaser Seller's liability in connection with any Seller's certificate shall pay not merge into any instrument or conveyance delivered at the Closing; provided, however, that any action, suit or proceeding with respect to Seller the truth, accuracy or completeness of such certificate shall be commenced and served, if at all, on each Funding Date or before the applicable Purchase Price as provided hereindate which is twelve (12) months after the date of the Closing and, if not commenced and served on or before such date, thereafter shall be void and of no force or effect.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage each of the Lenders to undertake its respective Revolving Loan Commitment and to make the initial Advance of the Loans hereunder shall be is subject to the prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Arrangers and their counsel and to the Majority Lenders: (i) this duly executed Agreement; (ii) the duly executed Notes; (iii) the duly executed Borrower Security Agreement, together with evidence of the filing of appropriate UCC-1 financing statements forms; (iv) the duly executed Borrower's Pledge Agreement, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (v) a loan certificate of each Borrower, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such Borrower, which loan certificate shall be in substantially the form of EXHIBIT N attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) true, complete and correct copies of the Constituent Documents of such Borrower, (B) a true, complete and correct copy of the Consulting Agreement, (C) a copy of the partnership resolutions of such Borrower, authorizing such Borrower with respect to the borrowing hereunder and the execution, delivery and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party, and (D) certificates of existence for such Borrower issued by the Secretary of State or similar state official for the State of New York and for each state in which such Borrower is, or is required to be, qualified to do business; (vi) the duly executed Partnership Pledge Agreement, together with evidence of the filing of appropriate UCC-1 financing statement forms; (vii) a loan certificate of each RMG Partner, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such RMG Partner, which loan certificate shall be in substantially the form of EXHIBIT O attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation of such RMG Partner, certified by the Secretary of State of such RMG Partner's incorporation, (B) a true, complete and correct copy of the bylaws of such RMG Partner, (C) a copy of the resolutions of the board of directors of such RMG Partner, authorizing such RMG Partner with respect to the execution, delivery and performance by such RMG Partner of the Loan Documents to which it is a party, and (D) certificates of existence for such RMG Partner issued by the Secretary of State or similar state official for the State of such RMG Partner's incorporation, and for each state in which such RMG Partner is, or is required to be, qualified to do business; 50 (viii) a loan certificate of RMHI, including a certificate of incumbency with respect to the signature of each Authorized Signatory of RMHI, which loan certificate shall be in substantially the form of EXHIBIT P attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation of RMHI, certified by the Secretary of State of Delaware, (B) a true, complete and correct copy of the bylaws of RMHI, (C) a copy of the resolutions of the board of directors of RMHI, authorizing RMHI with respect to the execution, delivery and performance by RMHI of the Loan Documents to which it is a party, and (D) certificates of existence for RMHI issued by the Secretary of State or similar state official for the State of Delaware and for each state in which RMHI is, or is required to be, qualified to do business; (ix) the duly executed Subsidiary Pledge Agreement from each Guarantor which has one or more Subsidiaries, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (x) the duly executed Subsidiary Security Agreement from each Guarantor, together with evidence of the filing appropriate UCC-1 financing statement forms; (xi) a certificate of each Guarantor, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such Subsidiary, which loan certificate shall be in substantially the form of EXHIBIT Q attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation, certificate of limited partnership or certificate of organization of such Guarantor, certified by the Secretary of State of such Guarantor's organization, (B) a true, complete and correct copy of by-laws, partnership agreement or limited liability company or operating agreement of such Guarantor, (C) a copy of the resolutions of the board of directors, or other appropriate entity, of such Guarantor, authorizing such Guarantor with respect to the execution, delivery and performance by such Guarantor of this Agreement and the other Loan Documents to which it is a party, (D) certificates of existence for such Guarantor issued by the Secretary of State or similar state official for the state of such Guarantor's organization and for each state in which such Guarantor is, or is required to be, qualified to do business, and (E) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests or management of such Guarantor; (xii) the duly executed Trademark Security Agreement, together with an appropriate filing coversheet and evidence of the filing of appropriate UCC-1 financing statement forms; (xiii) the duly executed Fee Letters, together with evidence of receipt of all fees due on the Agreement Date from the Borrowers to the Credit Parties in accordance therewith; (xiv) opinions of counsel to the Borrowers, RMHI, the RMG Partners and the Guarantors addressed to each Credit Party and in form and substance satisfactory to the Arrangers and their counsel; (xv) a copy of the organizational chart of the Borrowers and their respective Subsidiaries; (xvi) a copy of (A) the audited combined balance sheets and income statements for the MGM Companies and (B) the unaudited combining balance sheets and income statements for the MGM Companies, in each case for the year ended December 31, 2000, and a copy of the unaudited combined balance sheets and income statements for the MGM Companies for the quarter ended September 30, 2001; (xvii) the duly executed Subordination of Fees Agreement and the duly executed Subordination of Tax Liabilities Agreement; and (xviii) copies of insurance binders or certificates covering the assets of the Borrower Parties, and otherwise meeting the requirements of, and to the extent required by, Section 6.5 hereof. (b) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser Borrowers under this Agreement shall be true and correct as in all material respects, and the Administrative Agent shall have received a certificate of an Authorized Signatory of each of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Borrowers so stating. (c) The closing documents for No litigation shall have been commenced against any of the Mortgage Loans Borrower Parties since December 31, 2000, which, if such litigation could reasonably be expected to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreementdetermined adversely to such Borrower Parties, as originally executed (subject could reasonably be expected to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to have a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoMaterially Adverse Effect. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter There shall have been complied with. Subject no material adverse change in the business, assets or financial condition of the Borrower Parties from that reflected in the audited financial statements, provided pursuant to Section 4.1(a)(xvi) hereof. (e) The Arrangers shall have received the results of lien searches against each of the Borrower Parties from all applicable jurisdictions which shall be reasonably satisfactory to them and their counsel. (f) The Administrative Agent shall have received a certificate of an Authorized Signatory of each of the Borrowers demonstrating, on a pro forma basis, as of the Agreement Date, that the Leverage Ratio calculated as of the Agreement Date, 52 based on Annualized Cash Flow as of the last day of the fiscal quarter ending September 30, 2001, and Total Debt after giving effect to the foregoing conditionsinitial Advance of the Loans hereunder, Purchaser shall pay is less than or equal to Seller on each Funding Date the applicable Purchase Price as provided herein2.00 to 1.00.

Conditions Precedent to Closing. Each purchase The obligations of Mortgage Loans hereunder shall the Lender under this Agreement required to be fulfilled on or before the Closing Date is subject to its receipt, on or before the Closing Date, of each of the following conditionsfollowing, each (unless otherwise expressly stated) in form and substance satisfactory to the Lender: (a) All the Note, properly executed on behalf of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH GuideBorrower; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterpartsFee Letter; (iic) the Performance Guaranty, properly executed on behalf of Brooke Corporation for the benefit of the Lender; (d) the Custodial Agreement, in four counterpartsproperly executed on behalf of the Custodian, the Borrower and the Lender; (iiie) an Officers' Certificatethe Purchase and Sale Agreement, in properly executed on behalf of the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to Borrower and the Seller; (vf) the Servicing Agreement, properly executed on behalf of the Lender, the Borrower, the Subservicer and the Servicer; (g) the Backup Servicing Agreement, properly executed by the Borrower, the Servicer, the Lender and the Backup Servicer; (h) the Collection Account Agreement, properly executed by the Borrower, the Collection Account Bank and the Lender and the account number assigned by the Collection Account Bank to the Collection Account pursuant to such Collection Account Agreement; (i) financial statements or documents, satisfactory to the Lender, which evidence the initial capitalization of the Borrower at levels acceptable to the Lender; (j) financing statements sufficient when filed (in the judgment of the Lender) to perfect the Security Interest granted to the Lender hereunder; (k) current searches of appropriate filing offices showing that no state or federal tax liens have been filed and remain in effect against the Borrower or the Seller, and that no financing statements or other notifications or filings have been filed and remain in effect against the Borrower or the Seller with respect to any Collateral, other than those for which the Lender has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 8.1; (l) a certified copy of the resolutions of the board of directors of each Brooke Party, the Servicer and the Backup Servicer evidencing approval of all Transaction Documents and the other matters contemplated hereby; (m) copies of the organizational documents of each Brooke Party, the Servicer and the Backup Servicer certified by the Secretary or Assistant Secretary of such Brooke Party, the Servicer and the Backup Servicer (respectively) as being true and correct copies thereof; (n) a certificate of good standing with respect to each Brooke Party, the Servicer and the Backup Servicer dated not more than thirty (30) days prior to the date hereof, and evidence satisfactory to the Lender that such Brooke Party, the Servicer and the Backup Servicer are qualified to conduct its business in each state where it presently conducts such business if failure to obtain any such qualification or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under licensing could have a name other than its present name, if applicableMaterial Adverse Effect; (vio) a certificate of the related Purchase Price Secretary or an Assistant Secretary of each Brooke Party, the Servicer and Terms Letterthe Backup Servicer, which shall certify the names of the officers of the relevant Person authorized to sign the Transaction Documents and the other documents or certificates to be delivered pursuant to this Agreement, including requests for Advances, together with the related Mortgage Loan Scheduletrue signatures of such officers. The Lender may conclusively rely upon such certificates until they shall receive a further certificate of the Secretary or an Assistant Secretary of each Brooke Party, the Servicer and the Backup Servicer (as the case may be) canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate; (cp) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist payment of fully executed originals all fees owed as of the following documents: (i) Closing Date to the related Purchase Price and Terms Letter together with Lender under this Agreement, the related Mortgage Loan ScheduleFee Letter, or otherwise; (iiq) this Agreementaudited financial statements for the period ended December 31, 2005, for Brooke Corporation (as originally executed of such date) and unaudited financial statements for quarter ended June 30, 2006 for the Borrower (subject to amendmentsas of such date), in four counterparts; (iiir) a signed copy of one or more opinions of counsel for the Custodial AgreementBorrower, as originally executed (subject including a true sale opinion, a non-substantive consolidation opinion, a perfection opinion, tax opinion, standard corporate, authority and enforceability opinions, all in form and substance satisfactory to amendments), in four counterpartsthe Lender and addressed to the Lender; (ivs) an Officers' Certificatea signed copy of one or more opinions of counsel for the Custodian and the Servicer including standard corporate, authority and enforceability opinions, all in form and substance satisfactory to the form Lender and addressed to the Lender; (t) a Borrowing Base Certificate as of Exhibit 9 heretoa date not more than one (1) Business Day prior to the Closing Date, as originally executed together with evidence satisfactory to the Lender of delivery to the Custodian of Custodian File for all Eligible Loans therein described, and of compliance with the Borrowing Base; (subject u) the account number assigned by the Collection Account Bank to amendments), including all attachments theretothe Collection Account pursuant to the Collection Account Agreement; (v) an Opinion each Trust Account Intercreditor Agreement, as amended, properly executed by each of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans)parties thereto; (viw) the related Mortgage Loan Schedule, one copy to be attached to each counterpart all powers of attorney that are required under this Agreement; (x) evidence satisfactory to the Lender that all waivers, consents, approvals and authorizations required for the Borrower, the Seller and the Servicer to execute, deliver, and to each counterpart of perform its obligations under the related Custodial AgreementTransaction Documents have been obtained; and (viiy) an Assignment, Assumption and Recognition Agreement, in such other documents as the form of Exhibit 2.05 heretoLender may reasonably request. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originator shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter and (B) the fees and expenses described in CLAUSE (i) of SECTION 9.4 and invoiced prior to the Closing Date, and (ii) the Agent shall have received, for itself and each of the Investors and the Agent's counsel, an original (unless otherwise indicated) of each of the following conditions:documents, each in form and substance satisfactory to the Agent. (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter, a Hedging Agreement with respect to the Existing Receivables if required pursuant to SECTION 6.3, and each of the representations other Transaction Documents executed by the Originator, the SPV, the Servicer and warranties of the Seller under the PHH GuideGuarantor, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On or before A certificate, substantially in the each Funding Dateform of EXHIBIT G, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and (in the case of CLAUSES (i) through (iii)) attaching as exhibits thereto, among other things: (i) this Agreementthe certificate of formation of the SPV (certified by the Secretary of State or other similar official of the SPV's jurisdiction of or organization, in four counterpartsas of a recent date); (ii) the Custodial Agreement, in four counterpartslimited liability company agreement of the SPV; (iii) an Officers' Certificateresolutions of the board of managers of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary action (including member consents) and government approvals, if any; and (iv) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals EXHIBIT H of the following documentssecretary or assistant secretary of the Originator and the Servicer certifying and (in the case of CLAUSES (i) through (iii)) attaching as exhibits thereto, among other things: (i) the related Purchase Price articles of incorporation, charter or other organizing document of the Originator and Terms Letter together with the related Mortgage Loan ScheduleServicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) this Agreement, as originally executed (subject to amendments), in four counterparts;the by-laws of the Originator and the Servicer; 45 Transfer and Administration Agreement 50 (iii) resolutions of the Custodial board of directors or other governing body of the Originator and the Servicer authorizing the execution, delivery and performance by it of this Agreement, as originally executed the First Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (subject to amendments)including shareholder consents) and government approvals, in four counterparts;if any; and (iv) an Officers' Certificatethe incumbency, in the form authority and signature of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart officer of the related Custodial Agreement; and (vii) an Assignment, Assumption Originator and Recognition Agreement, in the form of Exhibit 2.05 heretoServicer executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf. (d) All other terms A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV's jurisdiction of formation and conditions evidence of this Agreement the submission of an application to do business as a foreign limited liability company in the State of Ohio. (e) A good standing certificate for the Originator and the Purchase Price Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation, and Terms Letter shall have been complied with. Subject a certificate of qualification as a foreign corporation issued by the Secretary of State of Ohio or a "bringdown certificate" issued by CT Corporation to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinsame effect.

Conditions Precedent to Closing. Each purchase of Mortgage Loans ▇▇▇▇▇▇’s obligation to make the Term Loan on the Closing Date hereunder shall be (subject to each any other requirements hereof) is subject to the satisfaction (or waiver by the Lender and Agent) of the following conditionsconditions precedent: (a) All of the representations Lender and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event Agent shall have occurred whichreceived, with notice or in form and substance satisfactory to Lender and Agent, the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;following: (bi) On or before the each Funding Date, the Seller shall submit to the Purchaser fully duly executed originals copies of the following documents: (i) this Agreement, (ii) the Perfection Certificate, (iii) each of the Patent Security Agreement, the Trademark Security Agreement and the Copyright Security Agreement (each as defined in four counterpartsthe Guaranty and Security Agreement), (iv) the Guaranty and Security Agreement, (v) the Dutch Security Documents, (vi) the UK Security Documents, (vii) the Intercreditor Agreement, (viii) the Fee Letter, (ix) the Agent Fee Letter, (x) the Control Agreement in respect of the Specified Deposit Account and (xi) the Intercompany Subordination Agreement; (ii) an officer’s certificate of each Loan Party with respect to incumbency and resolutions duly authorizing the Custodial Agreementexecution and delivery of each Loan Document to which it is a party (or, in four counterpartsthe case of the Dutch Subsidiary, to which its Equity Interests are subject) of, and certifying as true, correct and complete attached copies of such Person’s organizational documents which are in full force and effect as of the Closing Date, including (A) formation documents, as certified by the Secretary of State (or equivalent agency) of such Loan Party’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Closing Date, and (B) such Person’s bylaws, limited liability company agreement, partnership agreement or similar governing document, as applicable; (iii) an Officers' Certificatecertificates of good standing (or equivalent) of each Loan Party certified by the Secretary of State (or equivalent agency) of such Loan Party’s jurisdiction of organization or formation, each as of a date no earlier than thirty (30) days prior to the Closing Date and to be attached to the certificated described in the form of Exhibit 9 hereto, including all attachments theretoclause (ii) above; (iv) an Opinion a duly executed legal opinion of Counsel ▇▇▇▇▇▇▇ and West LLP, as counsel to the SellerLoan Parties, dated as of the Closing Date and addressed to Agent and ▇▇▇▇▇▇; (v) a certificate or other evidence duly executed legal opinion of merger or change ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as Dutch counsel to the Secured Parties, dated as of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableClosing Date and addressed to Agent and ▇▇▇▇▇▇; (vi) a certificate from a Responsible Officer certifying (A) that the related Purchase Price conditions specified in this Section 3.01 and Terms LetterSection 3.02(b) have been satisfied, together (B) that there has been no event or circumstance since the date referred to in the first sentence of Section 4.07(b) that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) either (i) that attached to such certificate are copies of all consents, licenses and approvals (other than those contemplated by clause (ii) above) required in connection with the related Mortgage consummation by each Loan ScheduleParty of the transactions contemplated hereunder and the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and that such consents, licenses and approvals are true, correct and complete and in full force and effect, or (ii) that no such consents, licenses or approvals are so required; (vii) a certificate from a Financial Officer of Borrower attesting that Borrower, individually, and the Borrower and its Subsidiaries, on a consolidated basis and taken as a whole, are Solvent as of the Closing Date; (viii) payment of the fees and Lender Expenses for which an invoice has been provided; (ix) evidence satisfactory to Agent that the insurance policies required by Section 5.08 hereof are in full force and effect; (x) a duly executed amendment to (or amendment and restatement of) the Revolving Credit Agreement (and any applicable Loan Documents (as defined in the Revolving Credit Agreement)) effecting certain changes, including allowing the Borrower to enter into this Agreement and the other Loan Documents and incur the Loan and other Obligations hereunder and under the other Loan Documents; (xi) proper financing statements in form appropriate for filing under the UCC of all jurisdictions that Agent may deem necessary or desirable in order to perfect the Agent’s Liens on or in the Collateral; (xii) at least ten (10) days prior to the Closing Date, (i) all documentation and other information requested by Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, and (ii) if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; (xiii) financial statements of the type described in (x) Section 5.01(a) for the fiscal year ended December 31, 2024, (y) Section 5.01(b) for the fiscal quarter ending March 30, 2025 and (z) Section 5.01(f) with respect to the annual operation budget; and (xiv) all certificates or other instruments representing or evidencing any pledged interests, accompanied by appropriate duly executed instruments of transfer or assignment (including, without limitation, stock powers) in blank, or evidence that the same are in the exclusive possession of the RCF Agent in accordance with the Intercreditor Agreement; (b) the amount of Revolver Usage under (and as defined in) the Revolving Credit Agreement (other than any Letter of Credit Usage (as defined in the Revolving Credit Agreement) solely in respect of the undrawn letter of credit issued to an insurance company and outstanding on the Closing Date) shall be not greater than $10,000,000; (c) The closing documents for the Mortgage Loans to Liquidity shall be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedulenot less than $55,000,000; (iid) this Agreementevidence that immediately after the funding of the Loan, as originally executed (subject to amendments), the Specified Deposit Account shall have a cash credit balance in four counterpartsan aggregate amount not less than the amount required under Section 5.15; (iiie) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel third-party reports that have been commissioned prior to the Seller (Closing Date have been completed, delivered to the extent requested by Lender and are satisfactory in form and substance to the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial AgreementLender; and (viif) an Assignmentsuch other documents or certificates, Assumption and Recognition Agreementcompletion of such other matters, in the form of Exhibit 2.05 heretoas Agent may reasonably deem necessary or appropriate. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The closing of Mortgage Loans hereunder shall be the Term Loan is subject to each the condition precedent that Agent shall have received, in form and substance satisfactory to Agent, or that Agent shall have waived in writing the requirement to receive such item, all of the following conditionsfollowing: (a) All of the representations The Loan Documents duly executed by Borrower and warranties of the Seller under the PHH Guideany Loan Party required to sign a Joinder Agreement, and of the Sellers and Purchaser under this Agreement it being a requirement that Parent shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guiderequired to sign a Joinder Agreement; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully The Warrants duly executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan ScheduleB▇▇▇▇▇▇▇; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist A duly executed officer’s certificate of fully executed originals of B▇▇▇▇▇▇▇ and any party signing a Joinder Agreement containing the following documents:: (i) current certificate of incorporation (or equivalent document), (ii) bylaws, (iii) resolutions authorizing the Loan Documents and, in the case of Borrower, the Warrants, (iv) a good standing certificate from each party’s state of formation and from any state where such party is, or is required to be, qualified to do business and (v) incumbency and representative signatures; (d) All necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of the Loan Documents and, in the case of B▇▇▇▇▇▇▇, the Warrants; (e) Documentation satisfactory to Agent of the consummation of the Merger Transactions; (f) Payment of the Repaid Principal; (g) All documentation and other information which Agent reasonably requests with respect to Borrower or any Loan Party in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, IRS Form W-9 and other applicable tax forms; (h) The Current Financial Statements of Borrower shall have been delivered to Agent; (i) Evidence of the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested insurance coverage required by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart Section 6.8 of this Agreement, and to each counterpart of the related Custodial Agreement; and (viij) an AssignmentSuch other documents, Assumption and Recognition Agreementcompletion of such other matters, in the form of Exhibit 2.05 heretoas Agent may deem necessary or appropriate. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each The Commitments of the Lenders and the obligation of the LC Issuing Bank to issue Letters of Credit shall not become effective unless the following conditionsconditions precedent shall have been fulfilled: (a) All The Agent shall have received the following, each dated the date of the representations Closing, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of Lenders and in sufficient copies for the following documentsLC Issuing Bank and each Lender: (i) this Agreement, in four counterpartsduly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.15 payable to the Custodial Agreementorder of each such Lender, in four counterpartsduly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Officers' Certificate, in Assistant Secretary of the form of Exhibit 9 hereto, including all attachments theretoBorrower; (iv) a certificate of the Secretary or an Opinion Assistant Secretary of Counsel the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the Sellerother Loan Documents to which it is, or is to be, a party; (v) a certificate copies of the Certificate of Incorporation (or other evidence comparable charter document) and by-laws of merger or change of namethe Borrower, signed or stamped together with all amendments thereto, certified by the applicable regulatory authority, if any, which states that Secretary or an Assistant Secretary of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableBorrower; (vi) copies of all Governmental Approvals (other than the related Purchase Price and Terms LetterMinnesota Approval), together if any, required in connection with the related Mortgage execution, delivery and performance of this Agreement and the other Loan ScheduleDocuments, certified by the Secretary or an Assistant Secretary of the Borrower; (cvii) copies of the financial statements referred to in Section 4.01(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) ▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (B) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel of the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (C) King & Spalding LLP, special New York counsel to the Agent, in substantially the form of Exhibit 3.01(a)(viii)-3 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (ix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The closing documents for following statements shall be true and correct, and the Mortgage Loans to be purchased on each Funding Date Agent shall consist have received a certificate of fully executed originals a duly authorized officer of the following documentsBorrower, dated the date of the Closing and in sufficient copies for each Lender, stating that: (i) the related Purchase Price representations and Terms Letter together with warranties set forth in Section 4.01 of this Agreement are true and correct on and as of the related Mortgage Loan Schedule;date of the Closing as though made on and as of such date, and (ii) this Agreement, as originally executed (subject to amendments), in four counterparts;no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (iiic) the Custodial Agreement, as originally executed The Borrower shall have paid (subject to amendments), in four counterparts; (ivi) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel fees payable hereunder or payable pursuant to the Seller (Administrative Agency Fee Letter and the Arranger Fee Letter to the extent requested by then due and payable, and (ii) all costs and expenses of the Seller with respect to a specific sale of Mortgage Loans); Agent (viincluding counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms and conditions of this Agreement The Agent shall have received evidence that all amounts outstanding under the Existing Facility, the AEC Facility and the Purchase Price and Terms Letter WPL Facility, whether for principal, interest, fees or otherwise, shall have been complied with. Subject paid in full, and all commitments to the foregoing conditions, Purchaser lend thereunder shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinhave been terminated.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans hereunder shall be Lender to make the Loan is subject to the satisfaction, as reasonably determined by Lender, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Lender in its sole discretion: a. Borrowers shall have duly executed and delivered to Lender: (a1) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH GuideAgreement; (b2) On or before the each Funding Date, the Seller Note; b. Cardium shall submit have executed and delivered to the Purchaser fully executed originals of Lender the following documentsWarrant; c. Borrowers shall have delivered to Lender: (i1) this Agreementa certificate of the Secretary of each Borrower, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, substantially in the form of Exhibit 9 C hereto, including all with the attachments theretodescribed therein; (iv2) an Opinion a certificate of Counsel the Chief Executive Officer or Chief Financial Officer of each Borrower confirming that all representations and warranties in Section 5 hereof are true in all material respects as of the Closing Date, that all conditions to the Sellermaking of the Loan have been satisfied, and that no Event of Default, or event which, with the giving of notice and/or passage of time would become an Event of Default, has occurred and is continuing or will result from the making of the Loan; (v3) a certificate or other evidence of merger or change good standing of name, signed or stamped by each Borrower as of a recent date acceptable to Lender from the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableSecretaries of State of Delaware and California; (vi4) current UCC search results evidencing no Liens on the related Purchase Price and Terms Letter, together with the related Mortgage Loan ScheduleCollateral other than Permitted Liens; (c5) The closing documents for filed copies of UCC financing statements, collateral assignments and termination statements, with respect to the Mortgage Loans to be purchased on each Funding Date Collateral, as Lender shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedulerequest; (ii6) this Agreement, as originally executed (subject certificates of insurance evidencing the insurance coverage required pursuant to amendments), in four counterpartsSection 6.3 herein; (iii7) to the Custodial Agreementextent obtainable prior to Closing using commercially reasonably efforts of the Borrowers, as originally a landlord consent in favor of the Lender executed (subject to amendments)by the landlord for any location where material Collateral is located, in four counterparts; (iv) an Officers' Certificate, substantially in the form of Exhibit 9 D hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to 8) for each Borrower, a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, completed certificate in the form of Exhibit 2.05 hereto.E hereto (the “Collateral Certificate”); (d9) All other terms an account control agreement, in form and conditions substance reasonably acceptable to Lender, for each deposit and securities account listed on the Collateral Certificate and that has or is expected to have an average balance in excess of $10,000; (10) an amount equal to the excess of (i) (x) $100,000, representing Lender’s commitment fee, plus (y) Lender’s out-of-pocket expenses incurred in connection with its entering into this Agreement and the Purchase Price and Terms Letter transactions contemplated hereby, over (ii) $25,000, representing the good faith deposit previously paid by Borrowers to Lender; and d. Borrowers shall have been complied with. Subject taken such further actions and delivered or executed and delivered such further documents and instruments as Lender may reasonably request in order to consummate the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereintransactions contemplated hereby.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans hereunder shall be Lender to make the Advance is subject to the fulfillment, to the satisfaction of Lender and its counsel, of each of the following conditionsconditions on or before the Closing Date, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Lender: (a) All of the representations and warranties of the Seller under the PHH GuideThe Closing Date shall occur on or before December 27, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;2006. (b) On or before the Lender shall have received each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with Note payable to the related Mortgage Loan ScheduleLender duly executed by Borrower; (ii) certified copies of (x) the certificate of incorporation and By-laws of Borrower, (y) the resolutions of the Board of Directors of Borrower authorizing and approving the making and performance by Borrower of this Agreement, as originally executed the Borrower Security Agreement, the Note and the other Facility Documents and the borrowings hereunder and (subject z) documents evidencing all other necessary company action and governmental approvals, if any, with respect to amendments)this Agreement, in four counterpartsthe Borrower Security Agreement, the Note and any other Facility Documents; (iii) a certificate of Borrower certifying the Custodial names and true signatures of the officers of the Borrower authorized to sign this Agreement, as originally executed (subject the Note, the Borrower Security Agreement or any other Facility Document to amendments), in four counterpartsbe delivered hereunder or thereunder; (iv) an Officers' Certificatecertificate issued by the Secretary of State of the State of Nevada, dated a date not earlier than ten (10) Business Days prior to the Closing Date, as to the good standing of Borrower in the form State of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments theretoNevada; (v) an Opinion opinion of Counsel counsel to Borrower, substantially in the Seller (to the extent requested by the Seller with respect to a specific sale form of Mortgage Loans)Exhibit B; (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Borrower Security Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, substantially in the form of Exhibit 2.05 C, duly executed by Borrower, and all documents contemplated thereby; (vii) the Warrant, substantially in the form of Exhibit D, duly executed by Borrower; (viii) original stock certificates representing Borrower’s ownership interests in each of its Subsidiaries, together with undated and signed blank stock powers with respect thereto; and (ix) Lender shall have received evidence of the filing of all Uniform Commercial Code financing statements required to perfect its security interest in the Collateral, and the results of tax, judgment and lien searches on Borrower and each of its Subsidiaries in all applicable jurisdictions; (c) Lender shall have received evidence, satisfactory to it in its sole and absolute discretion, of the termination and the release of all liens of the lenders set forth on Schedule 3 hereto. (d) All There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of the Facility Documents or the making of the Advance. (e) Borrower shall have paid Lender the Closing Fee and all fees and disbursements and other terms out-of-pocket costs and conditions of expenses (including, without limitation, reasonable legal fees and expenses) incurred by Lender in connection with this Agreement and the Purchase Price and Terms Letter other Facility Documents. (f) Lender shall have been complied with. Subject received such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested. (g) Lender shall have completed due diligence satisfactory to the foregoing conditions, Purchaser shall pay to Seller Lender on each Funding Date the applicable Purchase Price as provided hereinBorrower and members of Key Management.

Conditions Precedent to Closing. Each purchase (a) The obligation of Mortgage Loans hereunder the Parties to Close shall be subject to the satisfaction, on or before the Closing Date, of each and all of the following conditionsconditions precedent (the “Conditions Precedent”), any of which may be waived in writing by the Party in whose favor such Condition Precedent shall be satisfied, or by the mutual written agreement of the Parties: (ai) All of the The representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under both Parties set forth in this Agreement shall be true and correct as of the related Funding Closing Date, except for those that expressly refer to another date, in which case shall be true and no event correct as of that other date. (ii) The consent, authorization and approval of the Grantor (collectively, the “Authorizations of the Grantor”) have been obtained, as granting entities of the Aeroriente Concession Agreement, for the purchase of the Shares and the Additional Shares by Purchaser, under the understanding that Seller undertakes to make its best commercially reasonable efforts in order for Purchaser to obtain such approval and for Seller to obtain the Authorization of the Banks (as defined below). (iii) The necessary authorizations have been obtained from the banks financing the Aeroriente Project, pursuant to the provisions set forth in the syndicated loan agreement entered into between Aeroriente and the Creditors (as said term is defined in such agreement) dated May 13, 2015, as amended from time to time (the “Authorization of the Banks”). (iv) The Closing (as such term is defined in the respective agreements) under (A) the Airplan Share Purchase Agreements and (B) Nexus Share Purchase Agreement in Respect of Aeroriente, shall occur concurrently with the Closing under this Agreement. (v) On the date and time of the Closing, one of the following events shall have occurred whichoccurred: (1) the corporate bylaws of Aeroriente shall have been amended so as to remove therefrom the preemptive right in the negotiation of shares in respect of any transfer of Aeroriente shares in favor of Purchaser or (2) all owners of Aeroriente shares other than the Shares and the Additional Shares shall have waived their preemptive right in the negotiation of shares contained in the corporate bylaws of Aeroriente in favor of the acquisition of the Shares and the Additional Shares by Purchaser. For such purpose, with notice Seller undertakes to adopt all necessary measures within the scope of its rights as shareholder of Aeroriente, to cause the above amendment to the bylaws to be adopted on the date and time of the Closing, or to request from the passage other shareholders the above waiver to their preemptive right in the negotiation of time, would constitute an Event of Default under this Agreement or under the PHH Guide;shares. (b) On or before In the each Funding Dateevent that, for any reason, any Authorization of the Grantor of the Aeroriente Concessionaire Agreement and/or the Authorization of the Banks for the acquisition of the Shares and the Additional Shares are not obtained, the Seller Parties shall submit negotiate in good faith and make their best efforts to determine the Purchaser fully executed originals of terms and conditions under which the following documents: (i) Transaction will be consummated, provided that this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by is permitted under the applicable regulatory authority, if any, which states that law and the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Aeroriente Concession Agreement, and to each counterpart that the Parties reach a mutually satisfactory agreement without exceeding the term of one (1) month as from the date in which the deed that definitely rejects any of the related Custodial Agreement; and above authorizations is received (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto“Term”). (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder 7.1 The following shall be subject conditions precedent to each Buyer’s obligation to consummate the purchase and sale transaction contemplated herein (the “Buyer’s Conditions Precedent”): 7.1.1 Buyer shall not have terminated this Agreement in accordance with Section 3.4, Section 3.7 or Section 9.4 of this Agreement within the time periods described in said Sections. 7.1.2 Title Company shall stand ready to issue, at the Closing, the Title Policy, insuring Buyer’s interest in the Real Property, dated the day of the following conditions: (a) All Closing, with liability in the amount of the representations Purchase Price, subject only to the standard exclusions from coverage and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event Permitted Exceptions. 7.1.3 Buyer shall have occurred whichreceived and reasonably approved, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; at least ten (b10) On or before the each Funding Date, the Seller shall submit days prior to the Purchaser fully Closing, executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, estoppel certificates substantially in the form of Exhibit 9 heretoF hereto from each of the tenants listed on Exhibit B, including all attachments thereto; (iv) an Opinion provided, however, that if the form of Counsel estoppel certificate attached hereto as Exhibit F requests information in addition to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states different than that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans required to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (igiven pursuant to a tenant’s Lease, this condition will be satisfied for such tenant(s) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (iiif such tenant(s) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) executes an Officers' Certificate, estoppel certificate in the form of Exhibit 9 hereto, as originally executed (subject required pursuant to amendments), including all attachments thereto; (v) its Lease. If Seller is unable to obtain an Opinion of Counsel estoppel certificate from any tenant not later than ten days prior to the Closing, then, in lieu thereof, Seller shall provide to Buyer a certificate pertaining to that tenant’s Lease covering the same matters that would have been set forth in the tenant’s estoppel certificate (and if, after the Closing, Seller delivers to Buyer a tenant estoppel certificate from a tenant for whom Seller executed a Seller’s certification at the Closing, then Seller thereafter shall be released from said certification). Subject to the extent requested by preceding sentence, Seller’s liability in connection with any Seller’s certificate shall not merge into any instrument or conveyance delivered at the Seller Closing; provided, however, that any action, suit or proceeding with respect to the truth, accuracy or completeness of such certificate shall be commenced and served, if at all, on or before the date which is one (1) year after the date of the Closing and, if not commenced and served on or before such date, thereafter shall be void and of no force or effect. 7.1.4 There shall be no material breach of any of Seller’s representations, warranties or covenants set forth in Section 4 and Section 8, as of the Closing. 7.1.5 Seller shall have delivered to the Escrow Company the items described in Section 3.8. 7.1.6 On and as of the Closing Date, Seller’s lender shall have approved and consented to Buyer’s assumption of the Existing Loan on terms and conditions acceptable to Buyer, and Buyer shall have assumed Seller’s obligations under the Existing Loan. Seller shall reasonably cooperate and assist with obtaining the approval and consent of its lender to Buyer’s assumption of the Existing Loan. 7.1.7 On and as of the Closing Date, Seller shall have complied with its obligations under Section ‎4.9 and Exhibit I. 7.1.8 On and as of the Closing Date, there shall not be pending a specific sale condemnation or similar proceeding related to all or any portion of Mortgage Loans); (vi) the related Mortgage Loan ScheduleProperty, one copy nor shall there have been since the date hereof a material change in the physical condition of the Improvements, as a result of casualty or otherwise. The conditions set forth in this Section 7.1 are solely for the benefit of Buyer and may be waived only by Buyer. Buyer shall, at all times prior to be attached to each counterpart the termination of this Agreement, and have the right to each counterpart waive any of these conditions. The closing of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, transaction shall constitute Buyer’s waiver of the conditions set out in the form of Exhibit 2.05 heretothis Section 7.1. 7.2 The following shall be conditions precedent to Seller’s obligation to consummate the purchase and sale transaction contemplated herein (d) All other terms and conditions the “Seller’s Conditions Precedent”): 7.2.1 Buyer shall not have terminated this Agreement in accordance with Section 3.4, Section 3.7 or Section 9.4 of this Agreement within the time periods described in said Sections. 7.2.2 Buyer shall have delivered to Escrow Company, prior to the Closing, for disbursement as directed hereunder, all cash or other immediately available funds due from Buyer in accordance with this Agreement. 7.2.3 There shall be no material breach of any of Buyer’s representations, warranties or covenants set forth in Section 3 and Section 5, as of the Purchase Price Closing. 7.2.4 Buyer shall have delivered to Escrow Company the items described in Section 3.8. 7.2.5 Buyer shall have assumed the Existing Loan. 7.2.6 Seller and Terms Letter its members shall have been complied withreleased from personal liability under the Existing Loan and all related guaranties. Subject The conditions set forth in this Section 7.2 are solely for the benefit of Seller and may be waived only by Seller. Seller shall, at all times prior to the foregoing termination of this Agreement, have the right to waive any of these conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase Subject to Section 3.02, the obligation of Mortgage Loans the Lenders hereunder shall be subject to the conditions precedent that the Facility Agent shall have received on or before the First A&R Closing Date the following, each of in form and substance reasonably satisfactory to the following conditionsFacility Agent: (a) All each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, and the Parent as in effect on the First A&R Closing Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings (other than the UCC financing statements to be filed pursuant to clause (f) below), if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of the board of directors of the Parent approving this Agreement and the other Facility Documents to which the Borrower is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Seller under First A&R Closing Date (except to the PHH Guideextent such representations and warranties expressly relate to any earlier date, in which case such representations and of the Sellers and Purchaser under this Agreement warranties shall be true and correct in all material respects as of the related Funding Datesuch earlier date), and (iv) no event shall have occurred which, with notice Default or the passage of time, would constitute an Event of Default under this Agreement or under has occurred and is continuing, and (v) as to the PHH Guideincumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (be) On [reserved]; (f) proper financing statements, under the UCC in all jurisdictions that the Facility Agent deems necessary or before desirable in order to continue to perfect the interests in the Collateral contemplated by this Agreement; (g) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any predecessor in interest (including any transferor); (h) legal opinions (addressed to each Funding Dateof the Secured Parties) of (i) Milbank LLP, the Seller shall submit U.S. counsel to the Purchaser fully executed originals of Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the following documents:Collateral Agent, covering such matters as the Facility Agent and its counsel shall reasonably request; (i) this Agreementevidence satisfactory to the Facility Agent that all of the Covered Accounts are in existence; and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Custodian and shall be in four counterpartsfull force and effect; (iij) the Custodial Agreement, in four counterparts[reserved]; (iiik) an Officers' Certificate, evidence satisfactory to the Facility Agent that all Closing Date Expenses and outstanding fees and expenses of the Collateral Agent have been paid in the form of Exhibit 9 hereto, including all attachments theretofull; (ivl) an Opinion each of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authorityEligible Hedge Agreements, if any, which states that the Mortgage Loans were acquired duly executed and delivered by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present nameparties thereto, if applicablewhich shall each be in full force and effect; (vim) delivery of the related Purchase Price Collateral (including any promissory note, executed assignment agreements and Terms Letter, together copies of any other Related Documents in Microsoft Word format or portable document format (.pdf) available to the Borrower for each initial Collateral Obligation) in accordance with the related Mortgage Loan ScheduleSection 12.20 shall have been effected; (cn) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule[reserved]; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iiio) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart outstanding principal amount of the related Custodial AgreementTerm Advances is equal to at least $225,000,000 as of the First A&R Closing Date; and (viip) an Assignmentsuch other opinions, Assumption instruments, certificates and Recognition Agreement, in documents from the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and Borrower as the Purchase Price and Terms Letter Agents or any Lender shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinreasonably requested.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originator shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter and (B) the fees and expenses described in clause (i) of Section 9.5 and invoiced prior to the Closing Date, and (ii) the Facility Agent shall have received, for itself and each of the Administrators and Lenders and the Facility Agent’s counsel, each of the following conditionsdocuments, each in form and substance satisfactory to the Facility Agent: (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter, the Backup Servicer Fee Letter, the Custodial Agreement, and each of the representations and warranties of other Transaction Documents executed by the Seller under Originator, the PHH GuideSPV, the Servicer, the Backup Servicer, and of the Sellers and Purchaser under this Agreement shall be true and correct Custodian, as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On A certificate of the secretary or before assistant secretary of the each Funding DateSPV, the Seller shall submit in form and substance satisfactory to the Purchaser fully executed originals Facility Agent, certifying and (in the case of the following documentsclauses (i) and (ii)) attaching as exhibits thereto, among other things: (i) the limited liability company agreement and certificate of formation or other formation document of the SPV (certified by the Secretary of State or other similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) resolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary limited liability company action (including shareholder consents) and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate of the secretary or assistant secretary of the Originator and the Servicer, in four counterpartsform and substance satisfactory to the Facility Agent, certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things: (i) the articles of incorporation, charter or other organizing document of the Originator and the Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of the Originator and the Servicer; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of the Originator and the Servicer authorizing the execution, in delivery and performance by it of this Agreement, as applicable, the form of Exhibit 9 heretoFirst Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of the Seller; (v) a certificate Originator and the Servicer executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, dated as of a recent date. (e) A good standing certificate for each of the Originator and the Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and principal place of business, dated as of a recent date. (f) Copies of proper financing statements (Form UCC-1), in form and substance satisfactory to the Facility Agent, to be filed on or before the Closing Date naming the SPV, as debtor, in favor of the Facility Agent, as secured party, for the benefit of the Lenders or other terms similar instruments or documents as may be necessary or in the reasonable opinion of the Facility Agent desirable under the UCC of all appropriate jurisdictions or any comparable Law to perfect the Facility Agent’s security interest in all Pool Receivables and conditions the other Affected Assets. (g) Copies of this proper financing statements (Form UCC-1), in form and substance satisfactory to the Facility Agent, to be filed on or before the Closing Date naming the Originator as the debtor, in favor of the SPV, as secured party, and the Facility Agent, for the benefit of the Lenders, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Facility Agent desirable under the UCC of all appropriate jurisdictions or any comparable Law to perfect the SPV’s interest in all Pool Receivables and the other Affected Assets. (h) Copies of proper financing statements (Form UCC-3), if any, filed on or before the Closing Date necessary to terminate all security interests and other rights of any Person in Pool Receivables or the other Affected Assets previously granted by the SPV. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the Closing Date necessary to terminate all security interests and other rights of any Person in Pool Receivables or the other Affected Assets previously granted by the Originator. (j) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Facility Agent) dated a date reasonably near the date of the initial Borrowing Date listing all effective financing statements which name the SPV or the Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Facility Agent may reasonably request together with copies of such financing statements (none of which shall cover any Pool Receivables, other Affected Assets or Contracts), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no effective liens on any of the Pool Receivables, other Affected Assets or related Contracts. (k) Favorable opinions of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC special counsel to the SPV, the Servicer and the Originator, covering certain corporate, UCC, bankruptcy and insolvency matters, in form and substance reasonably satisfactory to the Facility Agent and Facility Agent’s counsel. (l) Favorable opinions of The ▇▇▇▇▇▇▇▇▇ Law Firm, PLLC, counsel to the Servicer and the Originator, covering certain corporate matters, in form and substance reasonably satisfactory to the Facility Agent and Facility Agent’s counsel. (m) Joinder agreement to the Intercreditor Agreement executed by the Facility Agent and the SPV, whereby the Facility Agent and the SPV become a party to the Intercreditor Agreement. (n) Satisfactory results of due diligence procedures over the Originator’s collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of procedures applied at the Originator’s operating location(s) and satisfactory procedures performed over the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as agreed. (o) Payment of any fees due and payable on the Purchase Price and Terms Letter shall have been complied with. Subject Closing Date pursuant to the foregoing conditionsFee Letter. (p) Such other approvals, Purchaser shall pay documents, instruments, certificates and opinions as the Facility Agent, any Administrator or any Lender, may reasonably request. (q) Evidence satisfactory to Seller the Facility Agent that Collections with respect to Pool Receivables being sold on each Funding the Closing Date pursuant to the applicable Purchase Price as provided hereinFirst Tier Agreement which were received after the Cut-Off Date will be deposited into the Collection Account on the Closing Date.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans hereunder shall be Lenders to make the Loan or to take, fulfill or perform any other action under this Agreement is subject to each of the following conditionsconditions precedent: (a) All Administrative Agent shall have received all of the representations and warranties following, each of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement which shall be true and correct originals unless otherwise specified, each properly executed by a Responsible Officer of each Loan Party that is party thereto, each dated as of the related Funding DateClosing Date and each in form and substance satisfactory to Administrative Agent and its legal counsel (unless otherwise specified or, and no event shall have occurred which, with notice or in the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals case of the following documents:date of any of the following, unless Administrative Agent otherwise agrees or directs): (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterpartsNotes; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterpartsParent Guaranty; (iv) an Officers' Certificate, the Deed of Trust in a form acceptable for recordation in the form Official Records of Exhibit 9 heretoLos Angeles County, as originally executed (subject to amendments), including all attachments theretoCalifornia; (v) an Opinion proper financing statements in form appropriate for filing under the Uniform Commercial Code of Counsel all applicable jurisdictions, covering such portion of the Collateral (including fixtures) as Administrative Agent may deem necessary or desirable in order to perfect any Liens created under the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans)Collateral Documents; (vi) confirmation of the related Mortgage first priority of the UCC-1 financing statement that perfects Administrative Agent’s security interest in personal property; (vii) assurance from the Title Company that it is committed to issue its ALTA lender’s title insurance policy insuring the validity and priority of the Lien of the Deed of Trust, subject only to such exceptions as may be acceptable to Lender, in the amount of $48,600,000, and with such endorsements as to coverage (other than a survey endorsement) and reinsurance commitments as Administrative Agent may require; (viii) the Environmental Indemnity; (ix) a subordination and nondisturbance agreement executed by Parent, covering all leases of space in the Real Property to Parent; (x) estoppel certificates received by Borrower in accordance with the terms of the purchase and sale agreement pursuant to which Borrower acquired the Real Property; (xi) the Opinion of Counsel; (xii) such documentation as Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each Loan ScheduleParty, one copy its qualification to engage in business in each jurisdiction in which it is engaged in business or required to be attached so qualified, its authority to each counterpart of this Agreementexecute, deliver and perform any Loan Documents to which it is a party, and the identity, authority and capacity of each Responsible Officer thereof authorized to each counterpart act on its behalf, including certified copies of charter documents and amendments thereto, bylaws and operating agreements and amendments thereto, certificates of good standing or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, certificates of Responsible Officers, and the like; (xiii) evidence that all actions necessary or, in the opinion of Administrative Agent, desirable to perfect and protect the Liens of the related Custodial AgreementCollateral Documents have been taken; (xiv) if Administrative Agent requires, an environmental questionnaire prepared and certified by Borrower and an environmental survey of the Real Property prepared by an environmental consultant satisfactory to Administrative Agent; (xv) evidence of the casualty, liability and other insurance coverage as required under this Agreement and Section 2.11 of the Deed of Trust; and (viixvi) an Assignmentsuch other assurances, Assumption certificates, documents, consents or opinions as Lender may reasonably require. (b) Borrower shall have paid the loan fee pursuant to Section 2.6, the agency fee pursuant to Section 2.7, and Recognition Agreementthe reasonable costs and expenses of Lender in connection with the negotiation, in preparation, execution and delivery of the form Loan Documents pursuant to Section 10.3. (c) Unless waived by Lender, Borrower shall have paid all fees, charges and disbursements of Exhibit 2.05 heretocounsel to Lender (directly to such counsel if requested by Lender) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings; provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Lender. (d) All Borrower shall have deposited Cash in an amount not less than $300,000 into the Replacement Reserve. (e) The representations and warranties of Borrower contained in ARTICLE 3 shall be true and correct. (f) No circumstance or event shall have occurred that constitutes a Material Adverse Effect as of the Closing Date. (g) Borrower and any other Loan Parties shall be in compliance with all the terms and conditions provisions of this Agreement the Loan Documents, and the Purchase Price and Terms Letter no Default or Event of Default shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinoccurred and be continuing.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans hereunder shall be each Lender to Close is subject to the conditions precedent that on or before the date of Closing: The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv) below), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: A promissory note payable to the order of each Lender that requests one pursuant to Section 2.15. Certified copies of the following conditions: (a) All resolutions of the representations and warranties Board of Directors of the Seller under the PHH GuideBorrower approving this Agreement, and of all documents evidencing other necessary corporate action with respect to this Agreement; A certificate of the Sellers Secretary or an Assistant Secretary of the Borrower certifying (A) the names and Purchaser under true signatures of the officers of the Borrower authorized to sign this Agreement shall and the other documents to be delivered hereunder; (B) that attached thereto are true and correct as copies of the related Funding Date, Certificate of Incorporation and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals By Laws of the following documents: Borrower, in each case in effect on such date; and (iC) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Agreement, in four counterparts; including, without limitation, a copy of the order (iiFile No. 70-9749) of the Custodial AgreementSEC under the Public Utility Holding Company Act of 1935 authorizing the Borrower's execution, delivery and performance of this Agreement (the "SEC Order"); Copies of the consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 2001, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its subsidiaries for the fiscal year then ended, and copies of the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2002, in four counterparts; (iii) an Officers' Certificateeach case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied; A favorable opinion of counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit 9 heretoC hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; and A favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents Special New York counsel for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this AgreementAdministrative Agent, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, substantially in the form of Exhibit 9 D hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel . The Administrative Agent shall have received the fees payable pursuant to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoFee Letter. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions: (a) All of the obligations of TSCI under and pursuant to this Agreement are and shall be subject to the representations and warranties of PPI and the PPI Shareholders being true and correct in all material respects on the Closing Date except for such representation and warranties that are expressly given as of a specific date or as of the date hereof and the delivery to TSCI, prior to or on the Closing Date of each of the following: (i) a certificate or certificates representing all of the PPI Shares in proper transferable form, endorsed in blank, with signatures guaranteed and with all necessary documentary transfer tax stamps affixed; (ii) a certificate signed by the President and Secretary of PPI, dated the Closing Date, to effect that all of the representations and warranties of PPI set forth in Section 7 hereof, and elsewhere in this Agreement are true and correct in all material respects except for such representations and warranties that are expressly given as of a specific date or as of the date hereof; (iii) a certified copy of the resolution of PPI's Board of Directors authorizing the execution, delivery and performance of this Agreement; (iv) a certificate signed by PPI, dated the Closing Date, to the effect its representations and warranties of the Seller under PPI Shareholders set forth in Section 6 and elsewhere in the PHH GuideAgreement are, to the best of PPI's knowledge and belief, true and correct except for such representations and warranties that are expressly given as of a specific date or as of the date hereof; (v) the PPI Audited Financial Statements containing an opinion of Wiss & Company, LLP, PPI's independent certified public accountants, together with the PPI Unaudited Financial Statements (which shall contain no material change in the financial condition of PPI since the date of the last PPI 's Audited Financial Statement (March 31, 1998) other than expenditures authorized by this Agreement, and reviewed by such firm); (vi) a Certificate of Good Standing of PPI from the appropriate authority in the State of California dated within ten (10) days of the Sellers Closing Date; (vii) a certificate from the appropriate authority in the State of California dated within ten (10) days of the Closing Date evidencing payment by PPI of all outstanding taxes due to the State of California; (viii) an executed copy of the PPI Investment Letters from each holder of the PPI Shares; (ix) an opinion of corporate and Purchaser under this Agreement securities counsel to PPI that the PPI Shares are duly and validly issued, fully paid and non-assessable; (x) a certificate of the President and Corporate Secretary of PPI certifying that, effective as of the Closing, all other covenants of PPI to be satisfied on or before the Closing, as contained in Section 10 above have been satisfied; (xi) duly executed copies of the PPI Employment Agreements; (xii) the repayment by PPI of any and all bridge loans theretofore made by TSCI; and (xiii) that each of the representations of the PPI Shareholders in Section 6 shall be true and correct as of at the related Funding Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;. (b) On or before All of the each Funding Date, obligations of PPI and the Seller PPI Shareholders under and pursuant to this Agreement are and shall submit be subject to the Purchaser fully executed originals representations and warranties of TSCI being true and correct at the Closing Date except for such representations and warranties that are expressly given as of a specific date or as of the following documentsdate hereof and the fulfillment prior to or on the Closing Date of each of the following: (i) this Agreement, certificates for the TSCI Stock in four counterpartssuch names and in such denominations as PPI shall have indicated to TSCI in writing at least ten days prior to the Closing Date; (ii) a certificate signed by the Custodial AgreementPresident and Secretary of TSCI, dated the Closing Date, to effect that all of the representations and warranties of TSCI set forth in four counterpartsSection 8 hereof, and elsewhere in this Agreement are true and correct in all material respects except for such representations and warranties that are expressly given as of a specific date or as of the date hereof; (iii) an Officers' Certificatea certified copy of the resolution of TSCI's Board of Directors authorizing the execution, in the form delivery and performance of Exhibit 9 hereto, including all attachments theretothis Agreement; (iv) the TSCI Audited Financial Statements containing an Opinion opinion of Counsel to Wiss & Company, LLP, TSCI's independent certified public accountants, together with the SellerTSCI Unaudited Financial Statements (which shall contain no material change in the financial condition of TSCI since the date of the last TSCI's Audited Financial Statement (December 31, 1998) other than expenditures authorized by this Agreement, and reviewed by such firm; (v) a certificate or other evidence Certificate of merger or change Good Standing of name, signed or stamped by TSCI from the applicable regulatory authority, if any, which states that appropriate authority in the Mortgage Loans were acquired by State of Delaware dated within ten (10) days of the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableClosing Date; (vi) a certificate from the related Purchase Price and Terms Letter, together with appropriate authority in the related Mortgage Loan Schedule; State of Delaware dated within ten (c10) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals days of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form Closing Date evidencing payment by TSCI of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel outstanding taxes due to the Seller (to the extent requested by the Seller with respect to a specific sale State of Mortgage Loans)Delaware; (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignmentopinion of corporate and securities counsel to TSCI that the TSCI Shares are duly and validly issued, Assumption fully paid and Recognition Agreement, in the form of Exhibit 2.05 hereto.non-assessable; and (dviii) All a certificate of the President and Corporate Secretary of TSCI certifying that, effective as of the Closing, all other terms and conditions covenants of this Agreement and TSCI to be satisfied on or before the Purchase Price and Terms Letter shall Closing, as contained in Section 10 above have been complied with. Subject satisfied; (ix) TSCI having a tangible net worth of no less than $975,000 GIVING PRO FORMA effect to the foregoing conditions1999 Financings, Purchaser shall pay to Seller on each Funding Date as evidenced by an unaudited PRO FORMA balance sheet prepared by Wiss & Co., LLP; (x) Evidence, as of the applicable Purchase Price as provided hereinClosing Date, of no less than $975,000 of available funds in TSCI's escrow account held by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Esq.; and (xi) Evidence of TSCI having filed all required Periodic Reports.

Conditions Precedent to Closing. Each (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the expiration of Mortgage Loans the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or One Hundred Twenty Eight Thousand Two Hundred Ten and No/100 Dollars ($128,210.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “▇▇▇▇▇▇▇ Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be subject issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission ▇▇▇▇▇▇ Creek, DST, Mission Brentwood, DST, Mission ▇▇▇▇▇▇ Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission ▇▇▇▇▇▇▇ ▇▇▇▇, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the following conditions:Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. (aiii) All Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the Seller under transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the PHH Guideparty depositing the same and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and of the Sellers unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the ▇▇▇▇▇▇▇ Money Note shall be returned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the related Funding Closing Date, and no event (iii) Assumed Loan Lender shall have occurred whichgranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, with and (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice or thereof to the passage of timePurchaser, would constitute an Event of Default and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents except for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price indemnification and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), hold harmless provisions contained in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoSection 7. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the expiration of Mortgage Loans the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or One Hundred Eighty Thousand Two Hundred Seventy and No/100 Dollars ($180,270.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “▇▇▇▇▇▇▇ Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be subject issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission ▇▇▇▇▇▇ Creek, DST, Mission Battleground Park, DST, Mission ▇▇▇▇▇▇ Parkway, DST, Mission Capital Crossing, DST, Mission Brentwood, DST, Mission ▇▇▇▇▇▇▇ ▇▇▇▇, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the following conditions:Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. (aiii) All Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the Seller under transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the PHH Guideparty depositing the same and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and of the Sellers unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the ▇▇▇▇▇▇▇ Money Note shall be returned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the related Funding Closing Date, and no event (iii) Assumed Loan Lender shall have occurred whichgranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, with and (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice or thereof to the passage of timePurchaser, would constitute an Event of Default and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents except for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price indemnification and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), hold harmless provisions contained in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoSection 7. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originators shall have paid in full (A) all amounts required to be paid by each of them on or prior to the Closing Date pursuant to the Fee Letters and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, (ii) satisfactory completion by the Agent of its due diligence process, and (iii) each Managing Agent shall have received, for itself and each of the Investors in its Investor Group, an original (unless otherwise indicated) of each of the following conditionsdocuments, each in form and substance satisfactory to each Managing Agent: (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Guaranty, the Fee Letters, the Notice Letter Agreement and each of the representations and warranties of other Transaction Documents executed by the Seller under Originators, the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice SPV or the passage of timeServicer, would constitute an Event of Default under this Agreement or under the PHH Guide;as applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit E, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and attaching as exhibits thereto, among other things: (i) the organizational documents; (ii) resolutions of the board of managers or other governing body of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary limited liability company action and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in four counterpartsthe form of Exhibit F, of the secretary or assistant secretary of each Originator and the Servicer certifying and attaching as exhibits thereto, among other things: (i) the articles of incorporation or other organizing document of each Originator and the Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreementby-laws or operating agreement, in four counterpartsas applicable, of each Originator and the Servicer; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of each Originator and the Servicer authorizing the execution, in delivery and performance by it of this Agreement, the form of Exhibit 9 heretoFirst Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of each of the Seller; (v) a certificate Originators and the Servicer executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of formation, dated as of a recent date. (e) A good standing certificate for each of the Originators and the Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, dated as of a recent date. (f) Acknowledgment copies or other terms evidence of filing acceptable to the Agent of proper financing statements, naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Secured Parties or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and conditions the other Affected Assets. (g) Acknowledgment copies or other evidence of this filing acceptable to the Agent of proper financing statements, naming each Originator, as the debtor, in favor of the SPV, as assignor secured party, and the Agent, for the benefit of the Secured Parties, as assignee secured party, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (h) Copies of proper financing statements necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by each Originator and the SPV. (i) Certified copies of requests for information or copies (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the Closing Date listing all effective financing statements which name the SPV or each Originator as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Agent may reasonably request, together with copies of such financing statements, and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions. (j) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (k) A favorable opinion of ▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel of ▇▇▇▇▇, Inc., covering certain corporate matters with respect to the Servicer, the Delta Originator, the Olympic Originator, the AFM Originator, the TSL Originator and the SPV in for and substance satisfactory to the Agent and Agent’s counsel. (l) A favorable opinion of Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, special counsel to the SPV, the Servicer and the Originators, covering certain corporate and UCC matters in form and substance satisfactory to the Agent and Agent’s counsel. (m) A favorable opinion of Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, special counsel to the SPV and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Agent and Agent’s counsel. (n) An electronic file identifying all Receivables and the Unpaid Balances thereon and such other information with respect to the Receivables as any Managing Agent may reasonably request. (o) Satisfactory results of a review and audit of the SPV’s and the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (p) A Servicer Report as of August 31, 2013. (q) Evidence that the Purchase Price Collection Account has been established. (r) Executed copies of the Bank of America Assignment, in form and Terms Letter shall have been complied with. Subject substance satisfactory to the foregoing conditionsAgent and Agent’s counsel. (s) Such other approvals, Purchaser shall pay to Seller on each Funding Date documents, instruments, certificates and opinions as the applicable Purchase Price as provided hereinAgent, any Managing Agent, any Administrator or any Investor may reasonably request.

Conditions Precedent to Closing. Each purchase (a) The obligation of Mortgage Loans Purchaser to consummate the transactions hereunder shall be subject to each contingent upon (i) Seller's delivery of the following conditions: documents and instruments required to be delivered by Seller pursuant to Section 10(a) of this Agreement, (aii) All the simultaneous closing of the representations and warranties of the Seller transaction under the PHH GuideOther Agreement, and (iii) Seller not being the subject of the Sellers and Purchaser any pending voluntary or involuntary reorganization, liquidation, receivership or other insolvency proceedings under this Agreement shall be true and correct as of the related Funding Dateany federal, and no event shall have occurred whichstate, with notice foreign or the passage of timelocal bankruptcy, would constitute an Event of Default under this Agreement insolvency, liquidation, reorganization or under the PHH Guide;similar type laws. (b) On or before The obligation of Seller to consummate the each Funding Date, the Seller transactions hereunder shall submit to the Purchaser fully executed originals of the following documents: be contingent upon (i) Purchaser's delivery of the Purchase Price and the documents and instruments required to be delivered by Purchaser pursuant to Section 10(b) of this Agreement, in four counterparts; (ii) the Custodial simultaneous closing of the transaction under the Other Agreement, in four counterparts; and (iii) an Officers' CertificatePurchaser not being the subject of any pending voluntary or involuntary reorganization, in the form of Exhibit 9 heretoliquidation, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate receivership or other evidence of merger insolvency proceedings under any federal, state, foreign or change of namelocal bankruptcy, signed insolvency, liquidation, reorganization or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;similar type laws. (c) The closing documents for the Mortgage Loans Each of Seller and Purchaser expressly acknowledges and agrees that, subject to be purchased on each Funding Date shall consist of fully executed originals satisfaction of the following documents: conditions set forth in subsections (a) and (b) above and subject to the provisions of Sections 16, 17 and 18, (i) it is absolutely and unconditionally obligated to fulfill its respective obligation to convey and acquire the related Purchase Price and Terms Letter together with Unit in the related Mortgage Loan Schedule; manner contemplated by this Agreement, (ii) it is absolutely and unconditionally obligated to otherwise close the transactions in the time and manner contemplated by this Agreement, as originally executed (subject to amendments), in four counterparts; Agreement and (iii) the Custodial Agreement, as originally executed (this Agreement is not subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoany conditions or contingencies. (d) All other terms and conditions Seller acknowledges that JLL will on behalf of Purchaser promptly after the execution of this Agreement seek bids from third parties for the acquisition of the Unit and the Purchase Price other unit contained in Citigroup Center which is owned by Purchaser and Terms Letter referred to as "Citigroup Center Office Unit One" in the Condominium Declaration, it being agreed that a closing of the transactions contemplated hereby on or before April 1, 2002 shall have been complied within no event or under any circumstances be conditioned or contingent upon Purchaser arranging for a third party purchaser of the Unit and/or Citigroup Center Office Unit One. Subject Notwithstanding the foregoing, Seller shall reasonably cooperate with DLIP and provide a prospective assignee or designee of Purchaser's rights under this Agreement access to the foregoing conditionsUnit, Purchaser shall pay accompanied by a representative of Seller, on reasonable notice during normal business hours including access to Seller on each Funding Date lease files for due diligence, without limitation, Seller's files containing the applicable Purchase Price as provided hereinitems described in clauses (x), (xi) and (xiv) of Section 10(a) for due diligence purposes.

Conditions Precedent to Closing. Each (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the expiration of Mortgage Loans the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or Two Hundred Twenty-One Thousand Two Hundred Thirty and No/100 Dollars ($221,230.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “▇▇▇▇▇▇▇ Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a)(i), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, consent from the Ground Lessor for the assignment of the Ground Lease from Seller to Purchaser, the assumption of all future obligations of the ground lessee thereunder, and the release of Seller, as well as any affiliates of Seller from all future obligations thereunder (the “Ground Lessor Consent”). Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Ground Lessor Consent, however, Purchaser shall be subject solely responsible to pay to such lessor any and all costs, fees and expenses required in connection with the Ground Lessor Consent, if any. Purchaser and Seller shall execute and deliver at Closing, an assignment and assumption of lease agreement and any other documents required in connection with the assignment and assumption of the Ground Lease and release of Seller and any affiliates of Seller as aforesaid, in form and content reasonably satisfactory to Purchaser and Seller (the “Ground Lease Assignment Documents”). In the event that Purchaser or Seller fails to execute and deliver the Ground Lease Assignment Documents or the Ground Lessor fails to grant the Ground Lease Consent, either Purchaser or Seller shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. Purchaser shall apply to Ground Lessor for Ground Lessor Consent within five (5) business days after the Effective Date and use good faith efforts to obtain such consent from the Ground Lessor prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a)(ii), in no event shall Purchaser have any liability for its failure to obtain such consent. (iii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission ▇▇▇▇▇▇ Creek, DST, Mission Battleground Park, DST, Mission Brentwood, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission ▇▇▇▇▇▇▇ ▇▇▇▇, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(iii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the following conditions:Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. (aiv) All Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (v) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue a leasehold owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State and otherwise in accordance with Section 4, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (vi) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the Seller under transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the PHH Guideparty depositing the same and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. (vii) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and of the Sellers unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the ▇▇▇▇▇▇▇ Money Note shall be returned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the related Funding Closing Date, and no event (iii) Assumed Loan Lender shall have occurred whichgranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, with (iv) Ground Lessor shall have granted the Ground Lessor Consent and Purchaser and Seller shall have executed the Ground Lease Assignment Documents pursuant to the terms of Section 8(a)(ii) above, and (v) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(iii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice or thereof to the passage of timePurchaser, would constitute an Event of Default and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents except for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price indemnification and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), hold harmless provisions contained in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoSection 7. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The closing hereunder of Mortgage Loans hereunder shall be this Agreement is subject to the conditions precedent that (i) each of the following conditions: conditions precedent to the execution, delivery and effectiveness of each other Facility Document (aother than a condition precedent in any such other Facility Document relating to the effectiveness of this Agreement) All of the representations and warranties of the Seller under the PHH Guideshall have been fulfilled, and of (ii) on or prior to the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Closing Date, the Seller shall submit have delivered to the Purchaser fully executed originals Buyer each of the following documents:items specified below in form and substance satisfactory to the Buyer and the Facility Agent. (ia) Counterparts of this Agreement, in four counterparts;Agreement executed on behalf of the Seller. (iib) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form Officer’s Certificates as to solvency duly executed by Responsible Officers of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;. (c) The closing All documents for and information necessary to complete the Mortgage Loans Exhibit and Schedule to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed including the current Loan List (subject to amendmentsSchedule I hereto), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All Certificates of the Secretary or Assistant Secretary or other terms Responsible Officer of the Seller, each dated as of the date of this Agreement, certifying (i) the names and conditions true signatures of the incumbent officers of the Seller authorized to sign this Agreement and the Purchase Price other documents to be delivered by it hereunder (on which certificate the Buyer, the Collateral Agent, the Custodian, the Facility Agent and Terms Letter the Lenders may conclusively rely), (ii) that the copy of the certificate of formation of the Seller attached thereto is a complete and correct copy and that such certificate of formation has not been further amended, modified or supplemented and is in full force and effect, (iii) that the copy of the limited liability company agreement of the Seller attached thereto is a complete and correct copy and that such limited liability company agreement has not been further amended, modified or supplemented and is in full force and effect, and (iv) the resolutions of the Seller’s manager prior to its Conversion, if any, or board of directors after its Conversion, if any, approving and authorizing the execution, delivery and performance by the Seller of the transactions contemplated by this Agreement and of the documents entered into by the Seller related thereto. (e) All limited liability company and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall have been complied with. Subject be satisfactory in form and substance to the foregoing conditionsBuyer and the Facility Agent. (f) A good standing certificate for the Seller issued by the Secretary of State of Delaware dated as of a date no more than ten (10) days prior to the Closing Date. (g) Opinions of Dechert LLP, Purchaser shall pay counsel to the Seller, in form and substance satisfactory to the Buyer and the Facility Agent. (h) Filed UCC-1 financing statements naming the Seller, as debtor, and the Buyer, as secured party, and a filed UCC-3 financing statement naming the Collateral Agent, on behalf of the Secured Parties, as assignee, for the benefit of the Secured Parties, describing the Collateral and meeting the requirements of the laws of each jurisdiction in which it is necessary or reasonably desirable, or in which the Seller on each Funding Date is required by Applicable Law, and in such manner as is necessary or reasonably desirable, to perfect the applicable Purchase Price as provided hereinconveyance of the Collateral to the Buyer.

Conditions Precedent to Closing. Each The closing of the purchase and sale of Mortgage Loans hereunder the Shares shall be subject to each of the following conditionsconditions being satisfied at or prior to the Closing Time: (ai) All receipt by the Issuer of this Subscription Agreement and attached Appendices and Schedules, as applicable, all duly completed and executed by the Subscriber; (ii) receipt by the Issuer of the representations and warranties Purchase Price in accordance with this Subscription Agreement; (iii) receipt by the Subscriber of the Seller under certificates representing the PHH Guide, Shares and the Warrants; (iv) the Issuer not being aware of any representation or warranty made by the Sellers and Purchaser under Subscriber in this Subscription Agreement shall be not being true and correct as of the related Funding Date, date when made and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals as of the following documents: Closing Date as though made at that time (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form except for representations and warranties that speak as of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Sellera specific date); (v) a certificate receipt of such other documents relating to the transactions contemplated by this Subscription Agreement as the Issuer or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicablecounsel may reasonably request; (vi) the related Purchase Price Issuer shall have obtained all governmental, regulatory or third party consents and Terms Letterapprovals necessary for the sale of the Securities and the issuance of the Warrant Shares, together with including, without limitation, the related Mortgage Loan Scheduleconditional approval of the Exchange to the private placement of the Units, and to the listing on the Exchange of the Shares and of the Warrant Shares; (cvii) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist Subscriber not being aware of fully executed originals any representation or warranty made by the Issuer in this Subscription Agreement not being true and correct as of the following documents: date when made and as of the Closing Date as though made at that time (i) the related Purchase Price except for representations and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, warranties that speak as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loansdate); (viviii) the related Mortgage Loan ScheduleIssuer executing and delivering to the Subscriber the share issuance agreement (the “Share Issuance Agreement”) attached hereto as Schedule “C”; (ix) the Closing Date occurring no later than June 1, one copy to be attached to each counterpart of this Agreement, and to each counterpart 2010 (unless extend by mutual written agreement of the related Custodial AgreementIssuer and the Subscriber); and (viix) an Assignmentcompletion of a due diligence conference call the results of which are satisfactory to the Subscriber, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto.acting reasonably; and (dxi) All other terms satisfactory Canadian corporate and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinsecurities legal opinions.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans hereunder each Lender to make an Advance shall be subject to each of the conditions precedent that the Effective Date shall have occurred and the following conditionsconditions have been satisfied: (a) All The Agent shall have received on or before the Closing Date the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Lender: (i) a Notice of Borrowing in accordance with the requirements hereof; (ii) any Note required by any Lender executed by the Borrower and made payable to the order of such Lender pursuant to Section 2.16; (iii) a solvency certificate substantially in the form attached hereto as Exhibit E, signed by the chief financial officer, chief accounting officer or other officer with equivalent duties of the representations and warranties Borrower acceptable to the Agent, attesting to the solvency of the Seller under Borrower and its Subsidiaries after giving effect to the PHH Guide, and Transactions on the Closing Date; (iv) a certificate signed by an officer of the Sellers Borrower certifying that the conditions specified in clauses (b), (c), (d) and Purchaser under this (e) have been satisfied; (i) The Specified Representations shall be true and correct in all material respects as of the Closing Date (except in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that to the extent any representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language such representation and warranty shall be true and correct (after giving effect to any qualification therein) in all respects on such date and (ii) Specified Acquisition Agreement Representations shall be true and correct as of the related Funding Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;. (c) The closing documents for Since the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals date of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Acquisition Agreement, there shall not have occurred any “Business Material Adverse Effect” (as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, defined in the form of Exhibit 9 hereto, as originally executed (subject to amendmentsAcquisition Agreement), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms No “Event of Default” (as such term is defined in the Amended and conditions Restated Credit Agreement dated as of this October 25, 2017 among the Borrower, the lenders party thereto and Citibank as administrative agent, as amended pursuant to an Amendment dated as of July 27, 2018 (the “Revolving Credit Agreement”)) under Section 6.01(a) or Section 6.01(e) (solely with respect to the Borrower) of the Revolving Credit Agreement and the Purchase Price and Terms Letter shall exist. (e) The Acquisition shall have been complied with. Subject or shall be, substantially simultaneously with such Borrowing, consummated in all material respects in accordance with the terms of the Acquisition Agreement (as in effect on July 2, 2018) without giving effect to any amendments, modifications, supplements, waivers or consents thereto by the parties to the foregoing conditionsAcquisition Agreement that are materially adverse to the interests of the Lenders or the Lead Arrangers and not approved by the Initial Lead Arrangers (which approval shall not be unreasonably withheld, Purchaser conditioned or delayed). It is understood and agreed that any change to the definition of “Business Material Adverse Effect” in the Acquisition Agreement shall pay be deemed materially adverse to Seller the Lenders and shall require the consent of the Initial Lead Arrangers; it being understood that (a) any reduction in the acquisition consideration of not greater than 10% shall not be deemed to be materially adverse to the interests of the Lenders if such reduction is applied to reduce the Bridge Facility on a dollar-for-dollar basis, (b) any increase in the acquisition consideration shall not be deemed to be materially adverse to the interests of the Lenders if such increase is not funded with additional indebtedness, and (c) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of July 2, 2018 shall constitute a reduction or increase in the acquisition consideration. (i) The Lenders shall have received (A) audited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of the Borrower for the three fiscal years ended at least 60 days prior to the Closing Date (without any qualified audit opinion thereon), (B) audited consolidated balance sheet and related statements of operations, parent company investment and cash flows of the Acxiom Marketing Solutions business as of and for the fiscal years ended March 31, 2017 and March 31, 2018, (C) unaudited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of the Borrower for each Funding completed fiscal quarter ended at least 45 days prior to the Closing Date and (D) unaudited consolidated balance sheets and related statements of operations of the applicable Purchase Price Acxiom Marketing Solutions business as provided hereinof and for each completed fiscal quarter subsequent to March 31, 2018 ended at least 45 days prior to the Closing Date, which audited and unaudited financial statements shall be prepared in accordance with, or reconciled to, GAAP and (ii) the Lenders shall have received a pro forma consolidated balance sheet and related pro forma statement of operations of the Borrower (based on the financial statements required by clause (i) above with respect to the Borrower’s fiscal and quarter year ends) as of and for the 12-month period ending on the last day of the most recently completed period for which financial statements are required to be delivered pursuant to clause (i) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such dates (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended (it being understood that a pro forma presentation for the Borrower’s 12-month period ending March 31, 2018 combined with the Acxiom Marketing Solutions fiscal year ended March 31, 2018 is acceptable to satisfy this condition). (g) The Borrower shall have paid all fees due to the Agent, the Lead Arrangers and the Lenders pursuant to the Fee Letter and reasonable and documented expenses of the Agent and the Lead Arrangers to the extent such expenses have been invoiced at least three Business Days before the Closing Date.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each The Commitments of the Lenders shall not become effective unless the following conditions:conditions precedent shall have been fulfilled on or prior to December 17, 1999 (or such later Business Day as the parties hereto may mutually agree): (a) All The Administrative Agent shall have received the following, each dated the date of the representations Closing, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of Lenders and (except for the following documentsNotes) in sufficient copies for each Lender: (i) this Agreement, in four counterpartsduly executed by the Borrower, each Bank and the Administrative Agent; (ii) the Custodial AgreementA Notes payable to the order of the Lenders, in four counterpartsrespectively, duly completed and executed by the Borrower; (iii) an Officers' Certificatethe Fee Letter, in duly executed by Citibank, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. and the form of Exhibit 9 hereto, including all attachments theretoBorrower; (iv) an Opinion certified copies of Counsel the resolutions of the Board of Directors of the Borrower approving this Agreement, the Notes and the other Loan Documents to which it is, or is to be, a party, and of all documents evidencing other necessary corporate action with respect to this Agreement, the SellerNotes and such Loan Documents; (v) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement, the Notes and the other evidence of merger Loan Documents to which it is, or change of nameis to be, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableparty; (vi) copies of the related Purchase Price Restated Articles of Incorporation (or comparable charter document) and Terms Letterby-laws of the Borrower, together with all amendments thereto, certified by the related Mortgage Loan ScheduleSecretary or an Assistant Secretary of the Borrower; (cvii) certified copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents; (viii) favorable opinions of: (A) Sidley & Austin, counsel for the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-1 and as to such other matters as the Majority Lenders, through the Administrative Agent, may reasonably request; (B) King & Spalding, counsel to the Administrative Agent, in substantially the form of Exhibit 3.01(a)(viii)-2 and as to such other matters as the Majority Lenders, through the Administrative Agent, may reasonably request; and (ix) such other approvals, opinions and documents as any Lender, through the Administrative Agent, may reasonably request. (b) The closing documents for following statements shall be true and correct and the Mortgage Loans to be purchased on each Funding Date Administrative Agent shall consist have received a certificate of fully executed originals a duly authorized officer of the following documentsBorrower, dated the date of the Closing and in sufficient copies for each Lender, stating that: (i) the related Purchase Price representations and Terms Letter together with warranties set forth in Section 4.01 of this Agreement are true and correct on and as of the related Mortgage Loan Schedule;date of the Closing as though made on and as of such date, and (ii) this Agreement, as originally executed (subject to amendments), in four counterparts;no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (iiic) the Custodial Agreement, as originally executed The Borrower shall have paid (subject to amendments), in four counterparts; (ivi) an Officers' Certificate, all fees under or referenced in the form of Exhibit 9 heretoFee Letter and Section 2.04 hereof, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by then due and payable, and (ii) all costs and expenses of the Seller with respect to a specific sale of Mortgage Loans); Administrative Agent (viincluding counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms The Borrower shall have paid in full all debt outstanding under the Existing Facility and conditions the commitments of this all the lenders thereunder shall have been terminated. (e) The Borrower shall have executed and delivered the Other Credit Agreement and the Purchase Price "Loan Documents" referred to therein, and Terms Letter all conditions precedent set forth in Section 3.01 thereof shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinsatisfied.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originators shall have paid in full (A) all amounts required to be paid by each of them on or prior to the Closing Date pursuant to the Fee Letters and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, (ii) satisfactory completion by the Agent of its due diligence process, and (iii) each Managing Agent shall have received, for itself and each of the Investors in its Investor Group, an original (unless otherwise indicated) of each of the following conditionsdocuments, each in form and substance satisfactory to each Managing Agent: (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Guaranty, the Fee Letters, the Termination and Payoff Letter and each of the representations and warranties of other Transaction Documents executed by the Seller under Originators, the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice SPV or the passage of timeServicer, would constitute an Event of Default under this Agreement or under the PHH Guide;as applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit E, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and attaching as exhibits thereto, among other things: (i) the organizational documents; (ii) resolutions of the board of managers or other governing body of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary limited liability company action and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in four counterpartsthe form of Exhibit F, of the secretary or assistant secretary of each Originator and the Servicer certifying and attaching as exhibits thereto, among other things: (i) the articles of incorporation or other organizing document of each Originator and the Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of each Originator and the Servicer; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of each Originator and the Servicer authorizing the execution, in delivery and performance by it of this Agreement, the form of Exhibit 9 heretoFirst Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of each of the Seller; (v) a certificate Originators and the Servicer executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of formation, dated as of a recent date. (e) A good standing certificate for each of the Originators and the Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, dated as of a recent date. (f) Acknowledgment copies or other terms evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1) naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Secured Parties or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and conditions the other Affected Assets. (g) Acknowledgment copies or other evidence of this filing acceptable to the Agent of proper financing statements (Form UCC-1), naming each Originator, as the debtor, in favor of the SPV, as assignor secured party, and the Agent, for the benefit of the Secured Parties, as assignee secured party, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (h) Copies of proper financing statements (Form UCC-3) necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by each Originator and the SPV. (i) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the Closing Date listing all effective financing statements which name the SPV or each Originator as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Agent may reasonably request, together with copies of such financing statements, and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions. (j) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (k) A favorable opinion of ▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel of ▇▇▇▇▇, Inc., covering certain corporate matters with respect to the Servicer and the SPV in for and substance satisfactory to the Agent and Agent’s counsel. (l) A favorable opinion of Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, special counsel to the SPV, the Servicer and the Originators, covering certain corporate and UCC matters in form and substance satisfactory to the Agent and Agent’s counsel. (m) A favorable opinion of Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, special counsel to the SPV and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Agent and Agent’s counsel. (n) An electronic file identifying all Receivables and the Unpaid Balances thereon and such other information with respect to the Receivables as any Managing Agent may reasonably request. (o) Satisfactory results of a review and audit of the SPV’s and the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (p) A Servicer Report as of October 31, 2008. (q) Evidence that the Purchase Price Collection Account has been established. (r) Such other approvals, documents, instruments, certificates and Terms Letter shall have been complied with. Subject to opinions as the foregoing conditionsAgent, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinany Managing Agent, any Administrator or any Investor may reasonably request.

Conditions Precedent to Closing. Each The obligation of the Bank to make the loan contemplated by this Bond Purchase Agreement and to purchase of Mortgage Loans hereunder the Bonds shall be subject to receipt by the Bank of all documents and assurances required by the Commitment and the receipt by the Bank of each of the following conditionsin form and substance reasonably satisfactory to the Bank and its counsel: (a) All The original, executed typewritten Bonds, executed originals of all of the representations other Bond Documents and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;Form 8038. (b) On or before the each Funding Date, the Seller shall submit Evidence satisfactory to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than Bank and its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documentscounsel as to: (i) the related Purchase Price valid corporate existence of the Issuer and Terms Letter together with the related Mortgage Loan ScheduleCollege; (ii) this Agreementcertificates issued by an appropriate official of the New York State Education Department, as originally executed issued no more than thirty (subject to amendments)30) days preceding the Closing Date, stating that the College is in four counterpartsgood standing; (iii) the Custodial Agreementdue authorization and execution by, as originally executed (subject to amendments)and the valid and binding affect upon, in four counterparts;the respective parties thereof of each of the Bond Documents; and (iv) an Officers' Certificateno litigation materially affecting the business, in operations, properties, assets or business prospects of the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto;Issuer or the College; and no required consents and no defaults by the Issuer or the College. (vc) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one A certified copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoBond Resolution. (d) All other terms Evidence that the issuance of the Bonds has been approved by the applicable elected representative of ▇▇▇▇▇▇▇▇ County, New York, after a public hearing is held. (e) An opinion of counsel to the Issuer as to the valid corporate existence of the Issuer, the due authorization, execution and conditions delivery by the Issuer of this Agreement the Bonds and the Purchase Price other Issuer Documents, the absence of material litigation involving the Issuer and Terms Letter shall have been complied with. Subject such other matters as the Bank, its counsel or Bond Counsel may reasonably request. (f) An opinion of counsel to the foregoing conditionsCollege as to the valid corporate existence of the College, Purchaser shall the status of the College as an organization described in Section 501(c)(3) of the Code, the due authorization, execution and delivery by the College of the College Documents, the absence of material litigation involving the College or the Facility and such other matters as the Bank, its counsel or Bond Counsel may reasonably request. (g) An opinion of ▇▇▇▇▇▇ Beach PLLC as Bond Counsel, as to the due existence and authority of the Issuer; the valid issuance of the Bonds under the Bond Resolution and the Act; the exclusion from gross income for federal income tax purposes of interest payable on the Bonds and the exemption from registration of the Bonds under the Securities Act of 1933, as amended. (h) Evidence of insurance providing coverage required by Article IV hereof. (i) Evidence satisfactory to the Bank that the available Bond Proceeds and other funds available to the College are sufficient to pay to Seller on each Funding Date Project Costs. (j) Payment by the applicable Purchase Price as provided College of all fees and expenses incurred by the Bank in connection with the purchase of the Bonds and the transactions contemplated herein. (k) [Intentionally Omitted]. (l) Such other documents, instruments, certificates, opinions, assurances, consents or approvals as the Bank or its counsel may otherwise request (including, but not limited to, those items set forth in Article IV of the Continuing Covenant Agreement).

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each The Commitments of the Lenders shall not become effective unless the following conditionsconditions precedent shall have been fulfilled: (a) All The Agent shall have received the following, each dated the date of the representations Closing, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of Lenders and in sufficient copies for the following documentsLC Issuing Bank and each Lender: (i) this Agreement, in four counterpartsduly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 payable to the Custodial Agreementorder of each such Lender, in four counterpartsduly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Officers' Certificate, in Assistant Secretary of the form of Exhibit 9 hereto, including all attachments theretoBorrower; (iv) a certificate of the Secretary or an Opinion Assistant Secretary of Counsel the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the Sellerother Loan Documents to which it is, or is to be, a party; (v) a certificate copies of the Certificate of Incorporation (or other evidence comparable charter document) and by-laws of merger or change of namethe Borrower, signed or stamped together with all amendments thereto, certified by the applicable regulatory authority, if any, which states that Secretary or an Assistant Secretary of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableBorrower; (vi) the related Purchase Price and Terms Lettercopies of all Governmental Approvals, together if any, required in connection with the related Mortgage execution, delivery and performance of this Agreement and the other Loan ScheduleDocuments, certified by the Secretary or an Assistant Secretary of the Borrower; (cvii) copies of the financial statements referred to in Section 4.01(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) F▇▇▇▇ & L▇▇▇▇▇▇, special counsel for the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (B) B▇▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel of the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (C) King & Spalding, special New York counsel to the Agent, in substantially the form of Exhibit 3.01(a)(viii)-3 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (ix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The closing documents for following statements shall be true and correct, and the Mortgage Loans to be purchased on each Funding Date Agent shall consist have received a certificate of fully executed originals a duly authorized officer of the following documentsBorrower, dated the date of the Closing and in sufficient copies for each Lender, stating that: (i) the related Purchase Price representations and Terms Letter together with warranties set forth in Section 4.01 of this Agreement are true and correct on and as of the related Mortgage Loan Schedule;date of the Closing as though made on and as of such date, and (ii) this Agreement, as originally executed (subject to amendments), in four counterparts;no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (iiic) the Custodial Agreement, as originally executed The Borrower shall have paid (subject to amendments), in four counterparts; (ivi) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel fees payable hereunder or payable pursuant to the Seller (Fee Letter to the extent requested by then due and payable, and (ii) all costs and expenses of the Seller with respect to a specific sale of Mortgage Loans); Agent (viincluding counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms and conditions of this Agreement The Agent shall have received evidence that all amounts outstanding under the AER Facilities, the Existing Facility and the Purchase Price and Terms Letter WPL Facility, whether for principal, interest, fees or otherwise, shall have been complied with. Subject paid in full, and all commitments to the foregoing conditions, Purchaser lend thereunder shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinhave been terminated.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each The Commitments of the Lenders shall not become effective unless the following conditions:conditions precedent shall have been fulfilled on or prior to December 17, 1999 (or such later Business Day as the parties hereto may mutually agree): (a) All The Administrative Agent shall have received the following, each dated the date of the representations Closing, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of Lenders and (except for the following documentsNotes) in sufficient copies for each Lender: (i) this Agreement, in four counterpartsduly executed by the Borrower, each Bank and the Administrative Agent; (ii) the Custodial AgreementA Notes payable to the order of the Lenders, in four counterpartsrespectively, duly completed and executed by the Borrower; (iii) an Officers' Certificatethe Fee Letter, in duly executed by Citibank, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. and the form of Exhibit 9 hereto, including all attachments theretoBorrower; (iv) an Opinion certified copies of Counsel the resolutions of the Board of Directors of the Borrower approving this Agreement, the Notes and the other Loan Documents to which it is, or is to be, a party, and of all documents evidencing other necessary corporate action with respect to this Agreement, the SellerNotes and such Loan Documents; (v) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement, the Notes and the other evidence of merger Loan Documents to which it is, or change of nameis to be, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableparty; (vi) copies of the related Purchase Price Restated Articles of Incorporation (or comparable charter document) and Terms Letterby-laws of the Borrower, together with all amendments thereto, certified by the related Mortgage Loan ScheduleSecretary or an Assistant Secretary of the Borrower; (cvii) certified copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents; (viii) favorable opinions of: (A) Sidley & Austin, counsel for the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-1 and as to such other matters as the Majority Lenders, through the Administrative Agent, may reasonably request; (B) King & Spalding, counsel to the Administrative Agent, in substantially the form of Exhibit 3.01(a)(viii)-2 and as to such other matters as the Majority Lenders, through the Administrative Agent, may reasonably request; and (ix) such other approvals, opinions and documents as any Lender, through the Administrative Agent, may reasonably request. (b) The closing documents for following statements shall be true and correct and the Mortgage Loans to be purchased on each Funding Date Administrative Agent shall consist have received a certificate of fully executed originals a duly authorized officer of the following documentsBorrower, dated the date of the Closing and in sufficient copies for each Lender, stating that: (i) the related Purchase Price representations and Terms Letter together with warranties set forth in Section 4.01 of this Agreement are true and correct on and as of the related Mortgage Loan Schedule;date of the Closing as though made on and as of such date, and (ii) this Agreement, as originally executed (subject to amendments), in four counterparts;no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (iiic) the Custodial Agreement, as originally executed The Borrower shall have paid (subject to amendments), in four counterparts; (ivi) an Officers' Certificate, all fees under or referenced in the form of Exhibit 9 heretoFee Letter and Section 2.04 hereof, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by then due and payable, and (ii) all costs and expenses of the Seller with respect to a specific sale of Mortgage Loans); Administrative Agent (viincluding counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms The Borrower shall have paid in full all debt outstanding under the Existing Facility, and conditions the commitments of this all the lenders thereunder shall have been terminated. (e) The Borrower shall have executed and delivered the Other Credit Agreement and the Purchase Price "Loan Documents" referred to therein, and Terms Letter all conditions precedent set forth in Section 3.01 thereof shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinsatisfied.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Effective Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originators shall have paid in full (A) all amounts required to be paid by each of them on or prior to the Effective Date pursuant to the Fee Letters and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Effective Date, and (ii) each Managing Agent shall have received, for itself and each of the Investors in its Investor Group, an original (unless otherwise indicated) of each of the following conditions:documents, each in form and substance satisfactory to each Managing Agent (but solely to the extent not already received by the Agent in connection with the Original Agreement): (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letters and each of the representations and warranties of other Transaction Documents executed by the Seller under Originators, the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice SPV or the passage of timeServicer, would constitute an Event of Default under this Agreement or under the PHH Guide;as applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit G, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and attaching as exhibits thereto, among other things: (i) the organizational documents; (ii) resolutions of the board of managers or other governing body of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary limited liability company action and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in four counterpartsthe form of Exhibit H, of the secretary or assistant secretary of each Originator and the Servicer certifying and attaching as exhibits thereto, among other things: (i) the articles of incorporation or other organizing document of each Originator and the Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of each Originator and the Servicer; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of each Originator and the Servicer authorizing the execution, in delivery and performance by it of this Agreement, the form of Exhibit 9 heretoFirst Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of each of the Seller; (v) a certificate Originators and the Servicer executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of formation, as applicable, and certificates of qualification as a foreign entity issued by the Secretaries of State or other terms and conditions similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the Purchase Price other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each of the Originators and Terms Letter shall have been complied with. Subject the Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the foregoing conditionstransactions contemplated by this Agreement and the other Transaction Documents, Purchaser shall pay in each case, dated as of a recent date. (f) Acknowledgment copies or other evidence of filing acceptable to Seller the Agent of proper financing statements (Form UCC-1) naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Secured Parties or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), naming each Originator, as the debtor, in favor of the SPV, as assignor secured party, and the Agent, for the benefit of the Secured Parties, as assignee secured party, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (h) Copies of proper financing statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by each Originator and copies of all financing statements (Form UCC-3), necessary to assign all security interests and other rights of Bank of America, in Receivables or the Other Affected Assets previously granted by each Originator and the SPV, to Scotia, as Agent for the Secured Parties. (i) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the Effective Date listing all effective financing statements which name the SPV or each Originator as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Agent may reasonably request, together with copies of such financing statements, and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions. (j) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts, including an executed amendment to each such Blocked Account Agreement which replaces the secured party by naming Scotia as the secured party thereunder. (k) A favorable opinion, dated as of the Effective Date, of ▇▇▇▇▇ ▇▇▇▇, Assistant General Counsel of Ashland, covering certain corporate matters with respect to the Servicer and the Originator in form and substance satisfactory to the Agent and Agent’s counsel. (l) A favorable opinion, dated as of the Effective Date, of Squire, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., special counsel to the SPV, the Servicer and the Originators, covering certain corporate and UCC matters in form and substance satisfactory to the Agent and Agent’s counsel. (m) A favorable opinion, dated as of the Effective Date, of Squire, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., special counsel to the SPV and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Agent and Agent’s counsel. (n) Satisfactory results of a review and audit of the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on each Funding Date the applicable Purchase Price date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (o) Such other approvals, documents, instruments, certificates and opinions as the Agent, any Managing Agent, any Administrator or any Investor may reasonably request. (p) Payment to Bank of America of its Pro Rata Share of all Aggregate Unpaids, fees and other amounts due and payable to it on or prior to the date hereof such that Bank of America’s Net Investment equals zero, and, to the extent invoiced, reimbursement or payment of all reasonable expenses required to be reimbursed or paid by the SPV to Bank of America under the Original Agreement; provided hereinthat such amounts may be deducted from the proceeds of an initial Investment made concurrently on the Effective Date.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans the Lender to perform any of its obligations hereunder shall be is subject to each of the following conditionsconditions precedent having been satisfied (or waived in writing by the Lender) on the date hereof: (a) All of the representations and warranties of Lender shall have received on or before the Seller under date hereof the PHH Guidefollowing, and of the Sellers and Purchaser under this Agreement shall be true and correct each dated as of the related Funding Date, date hereof (unless otherwise specified) and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit in form and substance satisfactory to the Purchaser fully executed originals of the following documentsLender: (i) this Agreement, in four counterpartsa Note duly executed and delivered by the Borrowers and payable to the order of the Lender; (ii) certified copies of the Custodial resolutions of the board of directors (and shareholders, if necessary) of each of the Obligors approving this Agreement, in four counterpartsthe Notes and each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals of each of the Obligors, if any, with respect to this Agreement, the Notes and each other Loan Document to which it is or is to be a party; (iii) a certificate of the secretary or an Officers' Certificateassistant secretary or treasurer of each of the Obligors certifying (A) the names and true signatures of the respective officers of each such Obligor authorized to sign this Agreement, in the form Notes, each other Loan Document to which it is or is to be a party and the other documents to be delivered by it hereunder and thereunder and (B) if such certificate relates to a Borrower, the authorized share capital of Exhibit 9 hereto, including all attachments theretosuch Borrower and the number of shares thereof that are issued and outstanding and the holders thereof; (iv) an Opinion a copy of Counsel to the Sellerarticles of incorporation, certificate of incorporation or other constitutional document (as the case may be) and by-laws of each Obligor and each amendment thereto, certified (as of a date reasonably near the date hereof) by the secretary or assistant secretary of such Obligor as being a true and correct copy thereof; (v) a copy of a certificate or other evidence of merger or change good standing of nameeach Obligor, signed or stamped by dated as of a date reasonably near the applicable regulatory authoritydate hereof, if any, which states certifying that such Obligor is duly incorporated and in good standing under the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than laws of its present name, if applicablejurisdiction of incorporation; (vi) the related Purchase Price Master Agreement, duly executed and Terms Letterdelivered by the Borrowers, together with TBSIL and the related Mortgage Loan ScheduleLender; (vii) a written confirmation from the Borrowers as to which individuals are authorized to give Notices of Drawdowns and instructions to the Lender on behalf of the Borrowers in respect of the selection of any Interest Period pursuant to this Agreement; (viii) a letter from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ accepting appointment as process agent for each Borrower and Initial Guarantor; (ix) an Internal Revenue Service Form W-8BEN or W8-ECI duly completed and executed by each Borrower and TBSIL pursuant to the Master Agreement; and (x) such documents and evidence as the Lender shall require, based on applicable law and regulations and the Lender's own internal guidelines, relating to the Lender's knowledge of its customers; (b) no Material Adverse Change shall have occurred; (c) The closing documents for the Mortgage Loans no action, suit, investigation, litigation or proceeding shall be pending or, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to have a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial AgreementMaterial Adverse Effect; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter Borrowers shall have been complied with. Subject paid the fees required to be paid to the foregoing conditions, Purchaser shall pay Lender pursuant to Seller on each Funding Date the applicable Purchase Price as provided hereinFee Letter.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or Arrow shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter or otherwise hereunder and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, and (ii) the Administrative Agent shall have received, sufficient original (unless otherwise indicated) copies for itself and each of the Investors and the Administrative Agent’s counsel, of each of the following conditions:documents, each in form and substance satisfactory to the Administrative Agent and each Funding Agent. (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter and each of the representations other Transaction Documents executed by the Originators, the SPV and warranties of the Seller under the PHH GuideMaster Servicer, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit G, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) this Agreementthe articles of incorporation, in four counterpartscharter or other organizing document (including a limited liability company agreement, if applicable) of the SPV (certified by the Secretary of State or other similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of the SPV; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and (iv) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals H of the following documentssecretary or assistant secretary of each Originator and the Master Servicer certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) the related Purchase Price and Terms Letter together with articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of such Originator or Master Servicer (certified by the related Mortgage Loan ScheduleSecretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) this Agreement, as originally executed (subject to amendments), in four counterpartsthe by-laws of such Originator or the Master Servicer; (iii) resolutions of the Custodial Agreementboard of directors or other governing body of such Originator or the Master Servicer authorizing the execution, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested delivery and performance by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart it of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and (iv) the incumbency, authority and signature of each counterpart officer of such Originator or the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in Master Servicer executing the form of Exhibit 2.05 heretoTransaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other terms and conditions similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the Purchase Price other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each Originator and Terms Letter shall have been complied with. Subject the Master Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the foregoing conditionstransactions contemplated by this Agreement and the other Transaction Documents, Purchaser shall pay in each case, dated as of a recent date. (f) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Administrative Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to Seller perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies of proper financing statements (Form UCC-1), filed on each Funding or before the initial Investment Date naming Arrow, as debtor, in favor of the SPV, as secured party and Administrative Agent for the benefit of the Investors, assignee or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (h) Acknowledgment copies of proper financing statements (Form UCC-1) filed on or before the initial Investment Date naming the applicable Purchase Price Originator, as provided hereinthe debtor, in favor of Arrow, as secured party, and the Administrative Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV. (j) Copies of proper financing statements (Form UCC-3) or appropriate acknowledgments, waivers or consents, if any, filed or obtained on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by any Originator.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder Purchaser’s obligation to consummate the transaction contemplated by this Agreement shall be subject to satisfaction or waiver of each of the following conditions:conditions (“Conditions Precedent”) on or before 5:00 p.m. Central Daylight Time, on July 2, 2007 (“Contingency Date”): (a) All Title/Survey. Prior to the date hereof, Seller has furnished to Purchaser: (i) a current title commitment (“Commitment”) for the Real Property (with copies of all underlying title documents listed in the Commitment other than any financing documents) for a ALTA 2006 form owner’s title policy (the “Owner’s Policy) in the amount of the representations Purchase Price issued by the Title Company showing title in Seller, subject only to the encumbrances set forth on Exhibit G attached hereto and warranties of made a part hereof or otherwise permitted by Purchaser (collectively, the Seller under the PHH Guide“Permitted Encumbrances”), and of the Sellers and Purchaser under this Agreement which Commitment shall be true in a nominal amount but shall be increased to the Purchase Price at Closing and correct (ii) an updated ALTA as-built survey (“Survey”) for the Real Property prepared in accordance with the Minimum Standard Detail Requirements for Class A Land Title Surveys (jointly established by ALTA/ACSM as of revised in 2005) which shall be (prior to Closing) certified to Purchaser and the related Funding Title Company. If the Survey discloses survey defects other than the Permitted Encumbrances or if the Commitment shows exceptions other than the Permitted Encumbrances that are not acceptable to Purchaser (collectively, the “Unpermitted Encumbrances”), then Purchaser shall notify Seller, in writing, on or before June 21, 2007 (the “Title Notice Date”), specifying the Unpermitted Encumbrances, and, prior to the Contingency Date, and no event Purchaser shall have occurred whichreceived assurances satisfactory to Purchaser, with notice in its reasonable discretion, that the Unpermitted Encumbrances will be removed or endorsed over on or before Closing. Any encumbrances shown on the Commitment or the passage of timeSurvey to which Purchaser has not objected on or prior to the Title Notice Date shall be deemed “Permitted Encumbrances”. In addition, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On if Seller has not expressly agreed in writing on or before the each Funding Contingency Date that Seller will remove or cause the Title Company to endorse over any encumbrances to which Purchaser has objected, such encumbrances shall be deemed “Permitted Encumbrances” (and shall no longer be Unpermitted Encumbrances) from and after the Contingency Date if Purchaser has not terminated this Agreement as allowed herein, on or prior to the Contingency Date. Notwithstanding anything herein to the contrary, the Seller shall submit have no obligation to correct, cure or remove any Unpermitted Encumbrances; provided, however, that Seller covenants to cause all monetary and financing liens and encumbrances created by or through Seller (other than the Purchaser fully executed originals of the following documents: liens for non-delinquent real property taxes) to be eliminated at Seller’s sole cost and expense (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (ivpre-payment penalties and charges) an Opinion of Counsel prior to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together concurrently with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each 3.1 The obligations of the Seller and the Purchaser to complete the sale and purchase of Mortgage Loans hereunder shall be subject to each the Acquisition Assets under this Agreement are conditional on fulfilment or waiver (in accordance with Clause 3.7) of the following conditionsconditions (together the “Conditions Precedent” and each a “Condition Precedent”): 3.1.1 any and all licences, permits and consents provided for and/or required under the PSC or the Petroleum Law 2000 of the Republic of Liberia to enable the Purchaser to satisfy its obligations thereunder have been obtained by the Seller, including any requisite exploration licence and reconnaissance licence; 3.1.2 any and all Relevant Consents (if any) which are required under applicable Liberian Law or the PSC to enable the transfer of the Interest and the novation of the PSC to the Purchaser being received from all relevant public sector bodies and Relevant Authorities as required under applicable Liberian Law or the PSC; 3.1.3 completion of the dissolution of each of Broadway Mining and Broadway Petroleum in accordance with Isle of Man Law; 3.1.4 the RAB Deed of Release and any other documents required to effect the release of RAB’s security over the Seller’s assets on or before Completion, duly: (a) All of amended and restated to the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH GuidePurchaser’s reasonable satisfaction; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including by all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedulerequired signatories; (c) The closing held in accordance with the Speechly Undertaking; 3.1.5 the Donlow Deed of Release and Settlement and any other documents for required to effect the Mortgage Loans to be purchased release of Donlow’s security over the Seller’s assets on each Funding Date shall consist of fully executed originals of the following documentsor before Completion, duly: (ia) amended and restated to the related Purchase Price and Terms Letter together with the related Mortgage Loan SchedulePurchaser’s reasonable satisfaction; (iib) this Agreement, as originally executed (subject to amendments), in four counterpartsby all required signatories; (iiic) held in accordance with the Custodial AgreementSpeechly Undertaking; 3.1.6 the Purchaser’s review and satisfaction that releases of any other Encumbrances are in accordance with the Speechly Undertaking (or other arrangement acceptable to the Parties) for release on the occurrence of Completion, as originally such that the Seller will have title without Encumbrance to the Interest upon Completion; 3.1.7 the Restated PSC, duly: (a) executed (subject to amendments), in four counterpartsby all required signatories; (ivb) an Officers' Certificateratified by the Legislature of the Republic of Liberia and published in handbills; 3.1.8 the PSC Novation, duly: (a) executed by the Seller, the Purchaser and NOCAL; (b) placed into escrow under the terms of the Escrow Letter; 3.1.9 the due execution by the signatory parties (other than the Parties), if any, of any other documents necessary under applicable Liberian Law or the PSC, to effect the transfer of the Interest or the novation of the PSC to the Purchaser; 3.1.10 confirmation from the Registrar of Companies of England and Wales that the members’ voluntary liquidation of Broadway Minerals has been completed; 3.1.11 no Material Adverse Event having occurred; 3.1.12 the Tax Letter in the agreed form duly placed in escrow under the terms of the Escrow Letter; 3.1.13 the Speechly Undertaking substantively in the form set out in Schedule 1 having been irrevocably issued to the Purchaser, NOCAL and ExxonMobil; 3.1.14 the amendment and restatement of Exhibit 9 heretothe Rocksource Deed of Settlement to the Purchaser’s reasonable satisfaction; 3.1.15 the Parties having entered into the Block Thirteen Transaction Agreement with NOCAL; and 3.1.16 the Purchaser having received anti-corruption regulatory clearance to its satisfaction. For the avoidance of doubt, as originally executed if any of the Conditions Precedent are fulfilled at a time before Closing, but are no longer fulfilled immediately before Closing (for example, the withdrawal of any consent), then such Condition Precedent will not be considered to be fulfilled. 3.2 The Assignment of Lease shall be substantially in the form attached at Schedule 7 and subject to amendmentsany changes requested by the other parties to the document which are agreed by the Seller and the Purchaser (such agreement not to be unreasonably withheld or delayed). 3.3 The Seller and the Purchaser shall use all reasonable endeavours to procure that the Assignment of Lease is agreed and entered into on or before Completion, provided always that this shall not be a Condition Precedent to Closing or Completion. 3.4 The Seller and the Purchaser shall use all reasonable endeavours to procure the satisfaction as soon as reasonably practicable of the Conditions Precedent and shall each use all reasonable endeavours to do, and not fail to do, any thing, including without limitation the prompt preparation and execution of the Closing Documents and the Restated PSC, the registration of the Purchaser Security, and the probation and registration of the PSC Novation and ratification by the Legislature of the Republic of Liberia of the Restated PSC, that is reasonably necessary in order to effect the transfer of the Interest. 3.5 Neither the Seller nor the Purchaser shall do anything which would have the effect of frustrating or materially delaying Closing or Completion. 3.6 In connection with the Conditions Precedent, the Seller shall, during the Interim Period: 3.6.1 promptly notify the Purchaser of all attachments theretocommunication (whether written or oral) from a Relevant Authority; (v) an Opinion 3.6.2 give the Purchaser reasonable notice of Counsel all meetings and telephone calls with a Relevant Authority and give the Purchaser the opportunity to participate in them; and 3.6.3 provide the Purchaser with drafts of all written communications intended to be sent to a Relevant Authority, give the Purchaser a reasonable opportunity to comment on them, not send such communications without the prior approval of the Purchaser in respect thereof and provide the Purchaser with final copies of all such communications, 3.6.4 provided always that nothing in this Clause 3.6 shall otherwise operate to ▇▇▇▇▇▇ the ability of the Seller to act otherwise, where required by the terms of the PSC, applicable Liberian Law and applicable Isle of Man Law. 3.7 The Purchaser may waive any of the Conditions Precedent by notice in writing to the Seller (to save that the extent requested Condition Precedent in Clause 3.1.12 may be waived by the Seller with respect to a specific sale of Mortgage Loans); (vi) and the related Mortgage Loan Schedule, one copy to be attached Purchaser by notice in writing to each counterpart of this Agreementother. 3.8 Subject always to the Conditions Precedent, it is the Parties’ intention to work diligently, and to cooperate with each counterpart of the related Custodial Agreement; and other Parties in order to achieve Closing on or before 15 April 2013. In the event that the Conditions Precedent have not been fulfilled or waived and Closing has not taken place accordingly on or before 15 April 2013 (viior such other date as the Purchaser and the Seller may otherwise agree in writing), then either the Purchaser or the Seller may, without liability (save in respect of any antecedent breach) an Assignment, Assumption and Recognition Agreement, in terminate this Agreement upon giving written notice to the form of Exhibit 2.05 heretoother Party. 3.9 In the event that either the Purchaser or the Seller (dthe “Defaulting Party”) All is in material breach of its obligations under this Clause 3 then the other terms and conditions of Party shall be entitled to terminate this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject with immediate effect upon giving written notice to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinDefaulting Party.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each The Commitments of the Lenders and the obligation of the LC Issuing Bank to issue Letters of Credit shall not become effective unless the following conditionsconditions precedent shall have been fulfilled: (a) All The Agent shall have received the following, each dated the date of the representations Closing, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of Lenders and in sufficient copies for the following documentsLC Issuing Bank and each Lender: (i) this Agreement, in four counterpartsduly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.15 payable to the Custodial Agreementorder of each such Lender, in four counterpartsduly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Officers' Certificate, in Assistant Secretary of the form of Exhibit 9 hereto, including all attachments theretoBorrower; (iv) a certificate of the Secretary or an Opinion Assistant Secretary of Counsel the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the Sellerother Loan Documents to which it is, or is to be, a party; (v) a certificate copies of the Certificate of Incorporation (or other evidence comparable charter document) and by-laws of merger or change of namethe Borrower, signed or stamped together with all amendments thereto, certified by the applicable regulatory authority, if any, which states that Secretary or an Assistant Secretary of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableBorrower; (vi) the related Purchase Price and Terms Lettercopies of all Governmental Approvals, together if any, required in connection with the related Mortgage execution, delivery and performance of this Agreement and the other Loan ScheduleDocuments, certified by the Secretary or an Assistant Secretary of the Borrower; (cvii) copies of the financial statements referred to in Section 4.01(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) ▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (B) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel of the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (C) King & Spalding LLP, special New York counsel to the Agent, in substantially the form of Exhibit 3.01(a)(viii)-3 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (ix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The closing documents for following statements shall be true and correct, and the Mortgage Loans to be purchased on each Funding Date Agent shall consist have received a certificate of fully executed originals a duly authorized officer of the following documentsBorrower, dated the date of the Closing and in sufficient copies for each Lender, stating that: (i) the related Purchase Price representations and Terms Letter together with warranties set forth in Section 4.01 of this Agreement are true and correct on and as of the related Mortgage Loan Schedule;date of the Closing as though made on and as of such date, and (ii) this Agreement, as originally executed (subject to amendments), in four counterparts;no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (iiic) the Custodial Agreement, as originally executed The Borrower shall have paid (subject to amendments), in four counterparts; (ivi) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel fees payable hereunder or payable pursuant to the Seller (Administrative Agency Fee Letter and the Arranger Fee Letter to the extent requested by then due and payable, and (ii) all costs and expenses of the Seller with respect to a specific sale of Mortgage Loans); Agent (viincluding counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms and conditions of this Agreement The Agent shall have received evidence that all amounts outstanding under the AEC Facility, the IPL Facility and the Purchase Price and Terms Letter Existing Facility, whether for principal, interest, fees or otherwise, shall have been complied with. Subject paid in full, and all commitments to the foregoing conditions, Purchaser lend thereunder shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinhave been terminated.

Conditions Precedent to Closing. Each purchase As a condition precedent to closing all representations and warranties hereunder will be true and correct in all material respects as if made on such date, and there must be no Default or Event of Mortgage Loans hereunder shall Default. In addition, no Facilities will be subject to each of available until the following conditionsconditions precedent have been satisfied, unless waived by Lender: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documentsLender has received: (i) a duly executed original of this Agreement, in four counterpartsagreement; (ii) duly executed originals of each of the Custodial Agreement, in four counterpartsSecurity Documents required pursuant to Section 6 hereof and each other Loan Document required pursuant to Section 15 hereof; (iii) an Officers' Certificate, a certificate of status or similar document (as applicable) in respect of Borrower and each Guarantor issued under the form laws of Exhibit 9 hereto, including all attachments theretoAlberta and of any other jurisdiction(s) where Borrower or a Guarantor are registered to carry on business; (iv) an Opinion officer’s certificate of Counsel to the Sellereach Loan Party, attaching thereto such Loan Party’s constating documents and bylaws, together with any other governing documents of such Loan Party, any authorizing resolutions, and an incumbency certificate; (v) a certificate or other certified, true and complete copy of the following documents, which remain subject to confirmation by the Lender that such documents are satisfactory upon Lender’s review: (A) the Project Plan; (B) the Project Budget; (C) all Material Project Documents; (D) a site survey and land title information; (E) a real property report with evidence of merger municipal compliance, or change of nameequivalent, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicablein respect of the lands on which the Olds Building is located; (F) an environmental report; and (G) confirmation of property tax status; (vi) a certificate from an officer of each Loan Party certifying that: (A) all representations and warranties hereunder are true and correct as at the related Purchase Price date of the initial drawdown hereunder in all material respects as if made at such date; (B) as at the Closing Date, there is no Default or Event of Default; (C) as of the Closing Date, there exists no Material Adverse Change; (D) as of the Closing Date, there exists no litigation or threat of litigation other than as previously disclosed to the Lender in writing; and (E) all necessary corporate, partnership, governmental and Terms Letterthird party approvals or waivers required to complete the Project have been obtained and are in full force and effect; (vii) an opinion of counsel to Borrower addressed to Lender and Lender’s counsel, together relating to, inter alia, the existence of Borrower and each Guarantor, the authorization, execution, delivery and enforceability of the Loan Documents to which it is a party and the registration of the Security Documents, in form and substance satisfactory to Lender; (viii) evidence that Borrower has sufficient liquidity to complete the Project and foreseeably fund any Cost Overruns; (ix) from Auxly, or such other suitable party as the Lender may reasonably decide: (A) financing approval satisfactory to the Lender in respect of the Auxly Debt; and (B) authorization to act as inventory custodian for cannabis to, without limitation, be authorized to sell and transact on behalf of the Lender; (x) evidence of satisfactory insurance (as detailed in Section 6(e) above), with Lender named as first loss payee and additional insured, as its interests may appear; (xi) a completed Compliance Certificate indicating that no matter, event or circumstance has occurred since the delivery to Lender of the most recently provided financial statements that individually or in the aggregate would reasonably be expected to have a Material Adverse Change; and (xii) the initial report from the Project Consultant based on the latest Project Plan, confirming, among other things: that the Project can be completed in accordance with the related Mortgage Loan ScheduleConstruction Schedule and the Project Budget; and any other matters which the Lender may have asked the Project Consultant to review or any other retainer letter or certificate of the Project Consultant which the Lender may request from the Project Consultant, acting reasonably; (b) evidence that all of the equity of the Borrower allotted for the Project (as contemplated herein) has been contributed to the Project; (c) The closing documents for Lender has received an acceptable cash flow statement relating to the Mortgage Loans construction of the Project; (d) all Contingencies accrued under the Project Budget are reasonable given the nature and scope of the Project; (e) the Construction Schedule has been approved; (f) applicable “know-your-customer” and anti-money laundering rules and regulations information, as requested by Lender have been received by the Lender; (g) payment of all fees due in respect of this agreement and each other Loan Document (including payment of the fees, charges and expenses of Lender’s counsel) have been made; (h) all registrations and filings have been completed in Alberta and British Columbia (other than any registrations or filings to be purchased on each Funding Date shall consist of fully made at the Canadian Intellectual Property Office), in all cases in form and substance satisfactory to Lender and its counsel; (i) evidence that the Material Project Documents have been executed originals and delivered and that no material default will exist under any of the Material Project Documents; (j) no material change or amendment to any terms of the Material Project Documents will have been made without the consent of Lender; (k) completion of Lender’s satisfactory review and due diligence on Borrower and each Guarantor and their assets, including, without limitation all such matters described in the Due Diligence Request Letter; (l) Borrower has set up the following documentsbank accounts with the Lender: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan ScheduleCash Collateral Account; (ii) this Agreement, as originally executed (subject to amendmentsHoldback Account(s), in four counterparts;; and (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterpartsProject Account; (ivm) an Officers' Certificatethe Project will have received, in to the form satisfaction of Exhibit 9 heretothe Lender and the Project Consultant, as originally executed all necessary regulatory and governmental approvals, licenses, third party consents (subject including those pertaining to amendments)environmental matters) and permits necessary at that time for the continued construction, including all attachments theretocompletion and operation of the Project; (vn) an Opinion of Counsel Lender is satisfied as to the Seller (to the extent requested by the Seller with respect to a specific sale value of Mortgage Loans); (vi) the related Mortgage each Loan Schedule, one copy to be attached to each counterpart of this AgreementParty’s assets and financial condition, and each Loan Party’s ability to each counterpart of carry on business and repay any amount owed to Lender from time to time. (collectively, the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto“Conditions Precedent to Closing”). (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase (a) The obligation of Mortgage Loans hereunder the Parties to Close shall be subject to the satisfaction, on or before the Closing Date, of each and all of the following conditionsconditions precedent (the “Conditions Precedent”), any of which may be waived in writing by the Party in whose favor such Condition Precedent shall be satisfied, or by the mutual written agreement of the Parties: (ai) All of the The representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under both Parties set forth in this Agreement shall be true and correct as of the related Funding Closing Date, except for those that expressly refer to another date, in which case shall be true and no event correct as of that other date. (ii) The consent, authorization and approval of the Grantor (collectively, the “Authorizations of the Grantor”) have been obtained, as granting entities of the Aeroriente Concession Agreement, for the purchase of the Shares and the Additional Shares by Purchaser, under the understanding that Sellers undertake to make their best commercially reasonable efforts in order for Purchaser to obtain such approval and for Sellers to obtain the Authorization of the Banks (as defined below). (iii) The necessary authorizations have been obtained from the banks financing the Aeroriente Project, pursuant to the provisions set forth in the syndicated loan agreement entered into between Aeroriente and the Creditors (as said term is defined in such agreement) dated May 13, 2015, as amended from time to time (the “Authorization of the Banks”). (iv) The Closing (as such term is defined in the respective agreements) under (A) the Airplan Share Purchase Agreements and (B) Olimpica Share Purchase Agreement in Respect of Aeroriente, shall occur concurrently with the Closing under this Agreement. (v) On the date and time of the Closing, one of the following events shall have occurred whichoccurred: (1) the corporate bylaws of Aeroriente shall have been amended so as to remove therefrom the preemptive right in the negotiation of shares in respect of any transfer of Aeroriente shares in favor of Purchaser or (2) all owners of Aeroriente shares other than the Shares and the Additional Shares shall have waived their preemptive right in the negotiation of shares contained in the corporate bylaws of Aeroriente in favor of the acquisition of the Shares and the Additional Shares by Purchaser. For such purpose, with notice Sellers undertake to adopt all necessary measures within the scope of their rights as shareholders of Aeroriente, to cause the above amendment to the bylaws to be adopted on the date and time of the Closing, or to request from the passage other shareholders the above waiver to their preemptive right in the negotiation of time, would constitute an Event of Default under this Agreement or under the PHH Guide;shares. (b) On or before In the each Funding Dateevent that, for any reason, any Authorization of the Grantor of the Aeroriente Concessionaire Agreement and/or the Authorization of the Banks for the acquisition of the Shares and the Additional Shares are not obtained, the Seller Parties shall submit negotiate in good faith and make their best efforts to determine the Purchaser fully executed originals of terms and conditions under which the following documents: (i) Transaction will be consummated, provided that this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by is permitted under the applicable regulatory authority, if any, which states that law and the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Aeroriente Concession Agreement, and to each counterpart that the Parties reach a mutually satisfactory agreement without exceeding the term of one (1) month as from the date in which the deed that definitely rejects any of the related Custodial Agreement; and above authorizations is received (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto“Term”). (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. 3.4.1 Each purchase of Mortgage Loans hereunder Party shall be subject to ensure that each of the conditions allocated to it in this Article 3.4 is either met or waived by the relevant Party no later than eleven (11) months from the Effective Date (the "Closing Period"). The Concessionaire shall ensure that the following conditions are met, unless waived by the Grantor, as soon as possible following the Execution Date and, in any event, no later than the last day of the Closing Period (the "Conditions for the Benefit of the Grantor"): (a) the Concessionaire shall have delivered the following documents to the Grantor: (i) executed copies of the Project Agreements to which the Concessionaire is a party; (ii) a legal opinion from qualified external legal advisors of the Concessionaire concerning (A) the authority of the Concessionaire to enter into such Project Agreements, (B) the authority of the signatory to represent the Concessionaire in executing such Project Agreements and (C) the validity and enforceability of such Projects Agreements which opinions shall be in form and substance and from legal advisors of suitable reputation, in each case reasonably satisfactory to the Grantor; (iii) the Construction Security duly executed in accordance with Article 10.1; (iv) details of the Concessionaire's share capital (including the total amount of share capital, the list of suscribers, the amount subscribed and whether any share is paid-up or not paid-up); (b) the Concessionaire shall have submitted the EIA conducted in accordance with the terms of reference set forth in Appendix 11 (Terms of Reference for EIA) to the competent Public Authority and adressed a copy to the Grantor in due time to allow the issuance of relevant Permits during the Closing Period; (c) the Concessionaire shall have obtained all the Permits required to start construction of the Port Facility or otherwise required to perform its obligations during the Construction Period; (d) the Concessionaire shall have subscribed to all the insurance policies required for the Construction Period in accordance with Article 34 and provided to the Grantor evidence of the same; (e) the Concessionaire shall have achieved Financial Close and delivered to the Grantor executed copies of the Financing Documents; (f) the Concessionaire shall have executed the Direct Agreement with the Grantor and the Lenders; (g) the Concessionaire shall have procured the execution by the Key Subcontractors of the Key Subcontractors Direct Agreement; and (h) the Concessionaire shall have executed the Key Subcontractors Direct Agreement with the Grantor and each of the Key Subcontractors. The Concessionaire give notice to the Grantor as soon as it considers that it is in a position to meet the above conditions (except those that have been waived by the Grantor in writing). 3.4.2 The Grantor shall ensure that the following conditions are met, unless waived by the Concessionaire, as soon as possible and, in any event, no later than the last day of the Closing Period ("Conditions for the Benefit of the Concessionaire"): (a) has taken all required steps to enable the granting of the access to the Concession Area to the Concessionaire in accordance with Article 5; and (b) execution of the Direct Agreement with the Concessionaire and the Lenders and of the Key Subcontractors Direct Agreement. The Grantor shall give notice to the Concessionaire as soon as it considers that it is in a position to meet the above conditions (except those that may have been waived by the Concessionaire in writing). 3.4.3 The Grantor and the Concessionaire shall jointly appoint the Independent Engineer as soon as possible and, in any event, no later than the last day of the Closing Period. If the Grantor and the Concessionaire have not agreed on the appointment of the Independent Engineer before a period starting one month prior to the last day of the Closing Period, then either Party may submit immediately the appointment of the Independent Engineer to the final and binding decision of the President of FIDIC or a person appointed by the President. 3.4.4 Within ten (10) Business Days following receipt by the Grantor of a notice under Article 3.4.1, the Grantor shall (acting reasonably) confirm in writing whether it considers that the Conditions for the Benefit of the Grantor have been satisfied or waived in writing by the Grantor. 3.4.5 If the Commencement Date has not occurred by the last day of the Closing Period, the Parties shall promptly meet to discuss how to satisfy the outstanding conditions. If the Parties cannot agree on a timetable for the completion of the outstanding conditions within forty-four (44) Business Days of the first meeting, or if either Party fails to satisfy the outstanding conditions within the agreed timetable, then: (a) All if the only conditions that have not been satisfied or waived at that time are Conditions for the Benefit of the representations and warranties Grantor, the Grantor may choose to terminate this Agreement by giving a forty-four (44) Business Days' notice to the Concessionaire. Upon the expiry of the Seller under the PHH Guidesuch period, and of the Sellers and Purchaser under this Agreement shall automatically terminate without the need for further notice, unless all the outstanding conditions have been satisfied at such date, in which case this Agreement shall not terminate. If termination occurs in accordance with this paragraph, the Grantor shall be true and correct as entitled to call the totality of the related Funding Date, Bid Security and no event this amount shall have occurred which, with notice or constitute the passage sole and exclusive remedy for the Grantor for such termination and shall be paid as a genuine pre-estimate of time, would constitute an Event of Default under this Agreement or under and reasonable compensation for loss suffered by the PHH GuideGrantor; (b) On if the only conditions that have not been satisfied or before waived at that time are Conditions for the each Funding DateBenefit of the Concessionaire, the Seller shall submit Concessionaire may choose to terminate this Agreement by giving a forty-four (44) Business Days' notice to the Purchaser fully executed originals Grantor. Upon the expiry of such period, this Agreement shall automatically terminate without the following documents: (i) this Agreementneed for further notice, unless all the outstanding conditions have been satisfied at such date, in four counterparts; (ii) which case this Agreement shall not terminate. If termination occurs in accordance with this paragraph, the Custodial AgreementConcessionaire shall be entitled to request the Grantor to return the Bid Security and, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel subject to the Seller; (v) a certificate or other evidence Concessionaire complying with the provisions of merger or change of nameArticles 3.4.6 and 3.4.7, signed or stamped by pay to the Concessionaire the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan SchedulePre-Commencement Compensation; (c) The closing documents if the conditions that have not been satisfied or waived at that time are both Conditions for the Mortgage Loans Benefit of the Grantor and Conditions for the Benefit of the Concessionaire, both the Grantor and the Concessionaire may choose to terminate this Agreement by giving a forty-four (44) Business Days' notice to the other Parties. Upon the expiry of such period, this Agreement shall automatically terminate without the need for further notice, unless all the outstanding conditions have been satisfied at such date, in which case this Agreement shall not terminate. If termination occurs in accordance with this paragraph, the Concessionaire shall be entitled to request the Grantor to return the Bid Security and this shall constitute the sole and exclusive remedy for the Concessionaire for such termination and the Concessionaire shall have no other claim or remedy whatsoever for such termination, including for recovery of any compensation; and (d) as an exception to (a) above, if the only condition not satisfied or waived is the condition set out in Article 3.4.1(c) and the Concessionaire has submitted applications for such relevant Permits which were complete and compliant in all material respect with Applicable Law and the policies of the relevant Public Authority, then the Closing Period should be extended by such time as necessary for such condition to be purchased on each Funding fulfilled within a limit of one hundred and eighty (180) days, following which if the condition remains unfulfilled, the Concessionaire shall be entitled to (i) terminate this Agreement, (ii) to request the Grantor to return the Bid Security and (iii) subject to the Concessionaire complying with the provisions of Articles 3.4.6 and 3.4.7, be paid by the Grantor the applicable Pre-Commencement Compensation. 3.4.6 In the circumstances identified in Articles 3.4.5(b) and 3.4.5(d) and subject to Articles 3.4.7 and 3.4.8, compensation may be payable by the Grantor to the Concessionaire before the Commencement Date (the "Pre-Commencement Compensation"). The Pre-Commencement Compensation shall consist of fully executed originals include and be limited to the following elements: (a) compensation for expenses actually and reasonably incurred by the Concessionaire in relation to the preliminary engineering design of the following Port Facility, subject to a maximum limit of three million US Dollars (USD 3,000,000), which is subject to the Concessionaire transferring to the Grantor all preliminary engineering design documents, materials or studies (including all Intellectual Property Rights attached to such documents, materials or studies if the Concessionaire owns such Intellectual Property Rights, or, otherwise, the Concessionaire granting or procuring the grant of all rights necessary to enable such documents, materials or studies to be used by the Grantor for any purpose) in relation to which any such expense is claimed; (b) compensation for expenses actually and reasonably incurred by the Concessionaire in relation to the preparation of the EIA, subject to a maximum limit of two million US Dollars (USD 2,000,000), which is subject to the Concessionaire transferring to the Grantor: (i) the related Purchase Price and Terms Letter together latest draft of the EIA (including all Intellectual Property Rights associated with the related Mortgage Loan Schedule;draft EIA if the Concessionaire owns such Intellectual Property Rights, or, otherwise, the Concessionaire granting or procuring the grant of all rights necessary to enable the EIA to be used by the Grantor for any purpose); and (ii) this Agreementany document, as originally executed material or study relating thereto (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion Intellectual Property Rights attached to such document, material or study if the Concessionaire owns such Intellectual Property Rights, or, otherwise, the granting or procuring the grant of Counsel all rights necessary to the Seller (enable such document, material or study to the extent requested be used by the Seller with respect Grantor for any purpose) in relation to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreementwhich any such expense is claimed; and (viic) an Assignmentcompensation for any other expenses actually and reasonably incurred by the Concessionaire in relation to other preparatory work directly relevant to the Project, Assumption and Recognition Agreement, in the form subject to a maximum limit of Exhibit 2.05 heretofive hundred thousand US Dollars (USD 500,000). 3.4.7 The Grantor will have no entitlement to payment of the Pre-Commencement Compensation with respect to any expense until each of the following conditions has been satisfied to the reasonable satisfaction of the Grantor: (da) All other terms the Concessionaire has provided the Grantor with the relevant documents, studies and conditions rights as listed in paragraphs (a) to (c) of Article 3.4.6 above; and (b) the Concessionaire has provided the Grantor with evidence reasonably satisfactory to the Grantor that such expense has been reasonably and actually incurred (including an invoice or receipt). 3.4.8 The Pre-Commencement Compensation shall constitute the sole and exclusive remedy for the Concessionaire in relation to any termination of this Agreement in accordance with Articles 3.4.5(b) and 3.4.5(d) and the Purchase Price and Terms Letter Concessionaire shall have been complied with. Subject to the foregoing conditionsno other claim or remedy whatsoever for such termination, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinincluding for recovery of any other compensation.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject On or prior to the date hereof, each of the following conditions:conditions precedent shall have been satisfied and thereafter this Amendment shall be binding upon and inure to the benefit of the Borrower, the Co-Borrower and the Lender and their respective successors and assigns. Borrower and Co-Borrower agree that the failure to satisfy any of the conditions set forth in this Amendment shall in no way affect or impair the obligations of either of them or be construed as a waiver by the Lender of any of the Lender’s rights under the Credit Agreement. (a) All The Lender shall have received each of the representations following: i. this Amendment, duly authorized and warranties executed by the Borrower and the Co-Borrower; ii. an amended and restated Note, dated the date hereof and otherwise in the form attached hereto as Exhibit A, duly executed by the Borrower and the Co-Borrower; iii. resolutions of the Seller under board of directors of each Loan Party approving and authorizing the PHH Guideexecution, delivery and performance of this Amendment and the other Loan Documents contemplated hereby and the borrowing of the Additional Loans for the purposes specified herein, and signature and incumbency certificates of the Sellers officers of each Loan Party executing this Amendment and Purchaser under this Agreement shall be true the other Loan Documents delivered in connection herewith, all certified by the applicable Loan Party’s secretary or assistant secretary as being in full force and correct effect without modification; iv. such other agreements, documents, instruments and certificates as the Lender may reasonably request; and v. in connection with the advance of the related Funding DateAdditional Loans and the extension of maturities of the Term A Loan Commitment, Term B Loan Commitment and no event shall have occurred whichRevolving Loan Commitment, with notice or a commitment fee, payable in cash, in the passage amount of time, would constitute an Event of Default under this Agreement or under the PHH Guide;$1,800,000. (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price Borrower and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter Co-Borrower shall have been duly and properly performed, complied with. Subject to the foregoing conditionswith and observed each of its covenants, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinagreements and obligations contained in this Amendment.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder 3.4.1 The Parties shall be subject to ensure that each of the conditions set out in this Article 3.4 is either met or waived by the relevant Party no later than eleven (11) months from the Execution Date (the "Closing Period"). 3.4.2 The Concessionaire shall ensure that the following conditions:conditions are met, or waived by the Grantor, as soon as possible following the Execution Date and, in any event, no later than the last day of the Closing Period (the "Conditions for the Benefit of the Grantor"). (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event Concessionaire shall have occurred which, with notice or delivered the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit following documents to the Purchaser fully executed originals of the following documentsGrantor: (i) this Agreement, in four counterpartsexecuted copies of the Project Agreements; (ii) the Custodial Agreement, Construction Security duly executed in four counterpartsaccordance with Article 10.1; (iiib) an Officers' Certificate, the Concessionaire shall have submitted the EIA conducted in accordance with the form terms of Exhibit 9 hereto, including all attachments thereto; reference set forth in Appendix 11 (ivTerms of Reference for EIA) an Opinion of Counsel to the Seller; (v) competent Government Entity and adressed a certificate or other evidence copy to the Grantor in due time to allow the issuance of merger or change of name, signed or stamped by relevant Permits during the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan ScheduleClosing Period; (c) The closing documents for the Mortgage Loans Concessionaire shall have obtained all the Permits required to be purchased on each Funding Date shall consist of fully executed originals start construction of the following documents: (i) Port Facility or otherwise required to perform its obligations during the related Purchase Price and Terms Letter together with the related Mortgage Loan ScheduleConstruction Period; (iid) this Agreement, as originally executed (subject the Concessionaire shall have subscribed to amendments), all the insurance policies required for the Construction Period in four counterpartsaccordance with Article 34 and provided to the Grantor evidence of the same; (iiie) the Custodial Agreement, as originally executed (subject to amendments), in four counterpartsConcessionaire shall have achieved Financial Close; (ivf) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally Concessionaire shall have executed (subject to amendments), including all attachments theretothe Direct Agreement with the Grantor and the Lenders; (vg) an Opinion of Counsel to the Seller (to Concesisonaire shall have procured the extent requested execution by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart Key Subcontractors of the related Custodial Key Subcontractors Direct Agreement; and (viih) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter Concessionaire shall have executed the Key Subcontractors Direct Agreement with the Grantor and each of the Key Subcontractors. The Concessionaire shall inform the Grantor as soon as it considers that it is in a position to meet the above conditions (except those that may have been complied with. Subject to waived by the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinGrantor in writing).

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder Bank shall not be subject obligated to each make any of the Loans or incur any Letter of Credit Obligations, or to take, fulfill, or perform any other action under this Agreement, until the following conditionsconditions have been satisfied prior to Closing or waived in writing by Bank: (a) All Bank shall have received each of the Loan Documents, each duly executed by the appropriate parties and in form and substance satisfactory to Bank; (b) all of the assets supporting the initial Loans to be made and Letters of Credit to be issued, and the amount, if any, of the reserves to be established on the Closing Date, shall be sufficient in value to provide Borrower with Net Borrowing Availability of not less than 10% of the Borrowing Base (after giving effect to such initial Loans, Letters of Credit and reserves), sufficient to pay Borrower’s accounts payable within thirty (30) days of due date and without any increase in Borrower’s other current liabilities above the average of those reflected on Borrower’s balance sheet for the three months preceding the Closing Date; (c) payment by Borrower of the fees, costs, and expenses of closing (including fees of counsel to Bank presented as of the Closing Date); (d) no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby or thereby and which, in Bank’s sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any other Loan Document; (e) Bank shall have completed its business and legal due diligence, including a roll-forward of its previous collateral audit, with results satisfactory to Bank; (f) all of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser Borrower under this Agreement shall be true and correct correct, and Bank shall have received a certificate, dated as of the related Funding Closing Date, and to that effect signed by an Authorized Signatory; (g) no event Material Adverse Effect shall have occurred whichsince the most recent Financial Statement delivered to Bank prior to the Closing Date; and (h) Bank shall have received a Subordination Agreement executed by the appropriate Australian Bank in form and substance satisfactory to Bank. If any other term of any Loan Document should conflict, or appear to conflict, with notice or this Section 2.1, the passage terms of timethis Section 2.1 shall control, would constitute an Event of Default and Borrower shall have no rights under this Agreement or under the PHH Guide; (b) On or before the any other Loan Document until each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have Section 2.1 has been complied with. Subject with to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinBank’s satisfaction or specifically waived in a writing by Bank.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage each of the Lenders to undertake its respective Commitments and to make the initial Advance of the Loans hereunder shall be is subject to the prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Arrangers and their counsel and to the Majority Lenders: (i) this duly executed Agreement; (ii) the duly executed Borrower Security Agreement, together with evidence of the filing of appropriate UCC-1 financing statements forms; (iii) the duly executed Borrower's Pledge Agreement, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (iv) a loan certificate of each Borrower, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such Borrower, which loan certificate shall be in substantially the form of EXHIBIT P attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) true, complete and correct copies of the Constituent Documents of such Borrower, (B) a true, complete and correct copy of the Consulting Agreement, (C) a copy of the partnership or limited liability company resolutions of such Borrower, authorizing such Borrower with respect to the borrowing hereunder and the execution, delivery and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party, and (D) certificates of existence for such Borrower issued by the Secretary of State or similar state official for the State of such Borrower's organization and for each state in which such Borrower is, or is required to be, qualified to do business; (v) the duly executed Partnership Pledge Agreement, together with evidence of the filing of appropriate UCC-1 financing statement forms; (vi) a loan certificate of each Rainbow Partner, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such Rainbow Partner, which loan certificate shall be in substantially the form of EXHIBIT Q attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation of such Rainbow Partner, certified by the Secretary of State of such Rainbow Partner's incorporation, (B) a true, complete and correct copy of the bylaws of such Rainbow Partner, (C) a copy of the resolutions of the board of directors of such Rainbow Partner, authorizing such Rainbow Partner with respect to the execution, delivery and performance by such Rainbow Partner of the Loan Documents to which it is a party, and (D) certificates of existence for such Rainbow Partner issued by the Secretary of State or similar state official for the State of such Rainbow Partner's PAGE 51 incorporation, and for each state in which such Rainbow Partner is, or is required to be, qualified to do business; (vii) a loan certificate of RMHI, including a certificate of incumbency with respect to the signature of each Authorized Signatory of RMHI, which loan certificate shall be in substantially the form of EXHIBIT R attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation of RMHI, certified by the Secretary of State of Delaware, (B) a true, complete and correct copy of the bylaws of RMHI, (C) a copy of the resolutions of the board of directors of RMHI, authorizing RMHI with respect to the execution, delivery and performance by RMHI of the Loan Documents to which it is a party, and (D) certificates of existence for RMHI issued by the Secretary of State or similar state official for the State of Delaware and for each state in which RMHI is, or is required to be, qualified to do business; (viii) the duly executed Subsidiary Security Agreement from each Guarantor, together with evidence of the filing appropriate UCC-1 financing statement forms; (ix) a certificate of each Guarantor, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such Guarantor, which loan certificate shall be in substantially the form of EXHIBIT S attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation, certificate of limited partnership or certificate of organization of such Guarantor, certified by the Secretary of State of such Guarantor's organization, (B) a true, complete and correct copy of by-laws, partnership agreement or limited liability company or operating agreement of such Guarantor, (C) a copy of the resolutions of the board of directors, or other appropriate entity, of such Guarantor, authorizing such Guarantor with respect to the execution, delivery and performance by such Guarantor of this Agreement and the other Loan Documents to which it is a party, (D) certificates of existence for such Guarantor issued by the Secretary of State or similar state official for the state of such Guarantor's organization and for each state in which such Guarantor is, or is required to be, qualified to do business, and (E) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests or management of such Guarantor; (x) the duly executed Trademark Security Agreement, together with an appropriate filing coversheet and evidence of the filing of appropriate UCC-1 financing statement forms; (xi) the duly executed Fee Letters, together with evidence of receipt of all fees due on the Agreement Date from the Borrowers to the Credit Parties in accordance therewith; PAGE 52 (xii) opinions of counsel to the Borrowers, RMHI, the Rainbow Partners and the Guarantors addressed to each Credit Party and in form and substance reasonably satisfactory to the Arrangers and their counsel; (xiii) a copy of the organizational chart of the Borrowers and their respective Subsidiaries; (xiv) a copy of (A) the audited combined balance sheets, income statements and cash flow statements for the Borrower Parties and (B) the unaudited combining balance sheets and income statements for the Borrower Parties, in each case for the year ended December 31, 2001, and a copy of the unaudited combined balance sheets, income statements and cash flow statements for the Borrower Parties for the quarter ended September 30, 2002; (xv) the duly executed Subordination of Fees Agreement; (xvi) copies of insurance binders or certificates covering the assets of the Borrower Parties, and otherwise meeting the requirements of, and to the extent required by, Section 6.5 hereof; and (xvii) evidence that the Borrowers shall have obtained debt ratings from both ▇▇▇▇▇'▇ Investors Service, Inc. and Standard & Poor's with respect to the Loans. (b) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser Borrower Parties under this Agreement shall be true and correct as in all material respects, and the Administrative Agent shall have received a certificate of an Authorized Signatory of each of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Borrowers so stating. (c) The closing documents for No litigation shall have been commenced against any of the Mortgage Loans Borrower Parties since December 31, 2001, which, if such litigation could reasonably be expected to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreementdetermined adversely to such Borrower Parties, as originally executed (subject could reasonably be expected to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to have a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoMaterially Adverse Effect. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter There shall have been complied with. Subject no material adverse change in the business, assets or financial condition of the Borrower Parties from that reflected in the audited financial statements, provided pursuant to Section 4.1(a)(xiv) hereof. (e) The Arrangers shall have received the results of lien searches against each of the Borrower Parties from all applicable jurisdictions which shall be reasonably satisfactory to them and their counsel. (f) The Administrative Agent shall have received a certificate of an Authorized Signatory of each of the Borrowers demonstrating, on a pro forma basis, as of the Agreement Date, that the Leverage Ratio calculated as of the Agreement Date, based on Annualized Cash Flow as of the last day of the fiscal quarter ending September 30, 2002, and Total Debt after giving effect to the foregoing conditionsinitial Advance of the Loans hereunder, Purchaser shall pay is less than or equal to Seller on each Funding Date the applicable Purchase Price as provided herein2.00 to 1.00.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder Purchaser’s obligation to consummate the transaction contemplated by this Agreement shall be subject to satisfaction or waiver of each of the following conditions:conditions (“Conditions Precedent”) on or before 5:00 p.m. Central Daylight Time, on July 2, 2007 (“Contingency Date”): (a) All Title/Survey. Prior to the date hereof, Seller has furnished to Purchaser: (i) a current title commitment (“Commitment”) for the Real Property (with copies of all underlying title documents listed in the Commitment other than any financing documents) for a TLTA form owner’s title policy (the “Owner’s Policy”) in the amount of the representations Purchase Price issued by the Title Company showing title in Seller, subject only to the encumbrances set forth on Exhibit G attached hereto and warranties of made a part hereof or otherwise permitted by Purchaser (collectively, the Seller under the PHH Guide“Permitted Encumbrances”), and of the Sellers and Purchaser under this Agreement which Commitment shall be true in a nominal amount but shall be increased to the Purchase Price at Closing and correct (ii) an updated ALTA as-built survey (“Survey”) for the Real Property prepared in accordance with the Minimum Standard Detail Requirements for Class A Land Title Surveys (jointly established by ALTA/ACSM as of revised in 2005) which shall be (prior to Closing) certified to Purchaser and the related Funding Title Company. If the Survey discloses survey defects other than the Permitted Encumbrances or if the Commitment shows exceptions other than the Permitted Encumbrances that are not acceptable to Purchaser (collectively, the “Unpermitted Encumbrances”), then Purchaser shall notify Seller, in writing, on or before June 21, 2007 (the “Title Notice Date”), specifying the Unpermitted Encumbrances, and, prior to the Contingency Date, and no event Purchaser shall have occurred whichreceived assurances satisfactory to Purchaser, with notice in its reasonable discretion, that the Unpermitted Encumbrances will be removed or endorsed over on or before Closing. Any encumbrances shown on the Commitment or the passage of timeSurvey to which Purchaser has not objected on or prior to the Title Notice Date shall be deemed “Permitted Encumbrances”. In addition, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On if Seller has not expressly agreed in writing on or before the each Funding Contingency Date that Seller will remove or cause the Title Company to endorse over any encumbrances to which Purchaser has objected, such encumbrances shall be deemed “Permitted Encumbrances” (and shall no longer be Unpermitted Encumbrances) from and after the Contingency Date if Purchaser has not terminated this Agreement as allowed herein, on or prior to the Contingency Date. Notwithstanding anything herein to the contrary, the Seller shall submit have no obligation to correct, cure or remove any Unpermitted Encumbrances; provided, however, that Seller covenants to cause all monetary and financing liens and encumbrances created by or through Seller (other than the Purchaser fully executed originals of the following documents: liens for non-delinquent real property taxes) to be eliminated at Seller’s sole cost and expense (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (ivpre-payment penalties and charges) an Opinion of Counsel prior to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together concurrently with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement The following shall be true conditions precedent to Purchaser's obligation to consummate the purchase and correct as of sale transaction contemplated herein (the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents:"Purchaser's Conditions Precedent"): (i) Purchaser shall not have terminated this AgreementAgreement in accordance with Section 4, Section 5, Section 16(a) or Section 16(b) of this Agreement within the time periods described in four counterparts;said Sections. (ii) Title Company shall stand ready to issue, at the Custodial AgreementClosing, an owner's policy of title insurance on the standard owner's form issued in four counterparts;the Commonwealth of Pennsylvania (the "Title Policy"), insuring Purchaser's interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the standard exclusions from coverage and the Permitted Exceptions. (iii) an Officers' CertificatePurchaser shall have received and reasonably approved, prior to the Closing, executed estoppel certificates substantially in the form of Exhibit 9 heretoC hereto from tenants occupying at least eighty percent (80%) of the leasable space in the Improvements which is leased as of the date of this Agreement, including provided, however, that if the form of estoppel certificate attached hereto as Exhibit C requests information in addition to or different than that required to be given pursuant to a tenant's Lease, this condition will be satisfied for such tenant(s) if such tenant(s) executes an estoppel certificate in the form required pursuant to its Lease. If any of the executed estoppel certificates including, without limitation, those used to satisfy the percentage requirement set forth in the preceding sentence, contains new information which is adverse to Purchaser and which information was not previously disclosed to Purchaser or delivered to Purchaser pursuant to Section 5 above, Purchaser shall have the right to terminate this Agreement and the Deposit, plus all attachments thereto;interest accrued thereon, shall be immediately refunded to Purchaser. If Seller is unable to obtain an estoppel certificate from any tenant, then, in lieu thereof, Seller shall provide to Purchaser a certificate pertaining to that tenant covering the same matters that would have been set forth in the tenant's estoppel certificate (and if, after the Closing, Seller delivers to Purchaser a tenant estoppel certificate from a tenant for whom Seller executed a Seller's certification at the Closing, then Seller thereafter shall be released from said certification). Subject to the preceding sentence, Seller's liability in connection with any Seller's certificate shall not merge into any instrument or conveyance delivered at the Closing; provided, however, that any action, suit or proceeding with respect to the truth, accuracy or completeness of such certificate shall be commenced and served, if at all, on or before the date which is six months (6) months after the date of the Closing and, if not commenced and served on or before such date, thereafter shall be void and of no force or effect. (iv) an Opinion There shall be no material breach of Counsel to any of Seller's representations, warranties or covenants set forth in Section 6 and Section 10, as of the Seller;Closing. (v) a certificate Seller shall have delivered to the Escrow Company the items described in Section 11. The conditions set forth in this Section 9(a) are solely for the benefit of Purchaser and may be waived only by Purchaser. Purchaser shall, at all times prior to the termination of this Agreement, have the right to waive any of these conditions. (b) The following shall be conditions precedent to Seller's obligation to consummate the purchase and sale transaction contemplated herein (the "Seller's Conditions Precedent"): (i) Purchaser shall not have terminated this Agreement in accordance with Section 4, Section 5, Section 16(a) or Section 16(b) of this Agreement within the time periods described in said Sections. (ii) Purchaser shall have delivered to Escrow Company, prior to the Closing, for disbursement as directed hereunder, all cash or other evidence immediately available funds due from Purchaser in accordance with this Agreement. (iii) There shall be no material breach of merger any of Purchaser's representations, warranties or change covenants set forth in Section 5 and Section 7, as of namethe Closing. (iv) Purchaser shall have delivered to Escrow Company the items described in Section 12. (v) On or before five (5) business days after the execution of this Agreement, signed Seller shall have obtained final approval of the transaction contemplated by this Agreement from Seller's Investment Committee. If Seller notifies Purchaser in writing that it has not received said approval or stamped by if Seller fails to notify Purchaser of said approval, this Agreement shall be null and void and the applicable regulatory authorityparties shall have no further obligations or liabilities hereunder except that (i) any money or documents in escrow shall be returned to the party depositing the same and (ii) Seller shall be responsible for any Cancellation Fees and Purchaser's obligation to restore the Property under Section 5(a), if anyPurchaser's indemnification obligations under Section 5(b), which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business and Purchaser's confidentiality obligations under a name other than its present name, if applicable;Section 8 shall survive such termination. (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date Seller shall consist of have received a fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, letter in the form attached hereto as Exhibit D from the broker(s) identified in Section 18 below. The conditions set forth in this Section 9(b) are solely for the benefit of Exhibit 9 heretoSeller and may be waived only by Seller. Seller shall, as originally executed (subject to amendments), including at all attachments thereto; (v) an Opinion of Counsel times prior to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart termination of this Agreement, and have the right to each counterpart waive any of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretothese conditions. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.