Common use of Conditions to the Obligations of the Purchaser Clause in Contracts

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall purchase any Notes will be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties on the part of the Issuer contained herein Company in Section 1 of this Agreement as of the date hereof of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(d) (except that (i) such certificate shall also relate to the Time of Sale Prospectus and (ii) references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the statements Terms Agreement), (ii) the opinion of counsel for the officers and other officials Company, dated as of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Purchaser, dated as of the Closing Date, to the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties theretoeffect set forth in Section 5(c), and shall be in full force (iv) letter of the Company’s registered independent public accountants, dated as of the Time of Sale and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be effect set forth in full force and effectSection 5(e); and (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall purchase any Notes will be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties on the part of the Issuer contained herein Company in Section 1 of this Agreement as of the date hereof of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(e) (except that references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the statements Terms Agreement), (ii) the opinion of counsel for the officers and other officials Company, dated as of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: effect set forth in Section 5(b) and 5(c), (aiii) On the opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Purchaser, dated as of the Closing Date, to the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties theretoeffect set forth in Section 5(d), and shall be in full force (iv) the letter of the Company’s registered independent public accountants, dated as of the Time of Sale and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be effect set forth in full force and effectSection 5(f); and (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase Tranche Shares at each Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Closing Date: (a) the representations and warranties of the Issuer contained herein Company set forth in Section 4 of this Agreement shall be true and correct with the representations same force and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both effect as though expressly made on and as of the date hereof and such Closing Date, except for representations or warranties expressly stated to be made as of the Closing Date. Accordinglya particular date, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the which representations and warranties shall be true and correct as of such date; (b) the Company shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; (c) the Company shall have delivered to the Purchaser (i) a certificate executed by the Chairman of the Issuer contained herein Board or President and the chief financial or accounting officer of the Company, dated as of the date hereof and as of the such Closing Date, to the accuracy effect that the conditions in all material respects clauses (a), (b), (f), (h) and (i) have been satisfied, (ii) a certified copy of the statements resolutions of the officers Company’s Board of Directors (the “Board”) authorizing the execution and other officials performance of this Agreement, (iii) a certified copy of the Issuer made Company’s bylaws and (iv) a certified copy of the Company’s certificate of incorporation; (d) the Registration Statement (as defined below) shall have been declared effective and shall not have been withdrawn, no stop order suspending the effectiveness of the Registration Statement shall be in any certificate effect, and no proceedings for the suspension of the effectiveness of the Registration Statement shall have been instituted or document furnished pursuant threatened by the Securities and Exchange Commission (the “Commission”); (e) Greenbaum, Rowe, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel to the provisions hereofCompany, shall have delivered its legal opinion to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditionsPurchaser that: (ai) On the Closing DateCompany and each of the Subsidiaries (as defined below) are duly incorporated, the Trust Agreement shall have been duly authorized, executed validly existing and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectgood standing; (bii) On the Closing Date, all necessary action Company and each of the Issuer relating Subsidiaries are qualified to do business in each jurisdiction in which such qualification is necessary; (iii) the execution Company and delivery each of the Bonds will have been taken Subsidiaries has all requisite corporate power and will be in full force authority to own or lease its assets and effect; andother properties and to conduct its business as is currently conducted; (civ) At or prior the Company has all requisite corporate power and authority to execute and deliver the Closing DateAgreement, to sell and issue the Purchaser shall have received applicable Tranche Shares and to otherwise carry out and perform its obligations under the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:Agreement;

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Issuer contained Company herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof of any related Terms Agreement and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay Date for the Bonds shall be subject, at the option of the Purchasersuch Notes, to the accuracy in performance and observance by the Company of all material respects covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of the representations Registration Statement shall have been issued and warranties no proceedings for that purpose shall have been instituted or threatened. (b) If specified by any related Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Issuer contained herein as of the date hereof and Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(d), (ii) the opinion of counsel for the statements Company, dated as of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject substantially to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of counsel for the Purchaser, dated as of the Closing Date, substantially to the Trust Agreement shall have been duly authorizedeffect set forth in Section 5(c) and (iv) the letter of the Company's independent registered public accounting firm, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On dated as of the Closing Date, all necessary action of the Issuer relating substantially to the execution effect set forth in Section 5(e); provided, however, that references to the Registration Statement and delivery of the Bonds will have been taken Prospectus in such certificate, opinions and will letter shall be in full force to the Registration Statement and effect; andthe Prospectus as then amended and supplemented. (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancellation shall be given to the Company in writing or by telephone confirmed in writing.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties obligation of the Issuer contained herein and Purchaser to cause payment for the representations and warranties Bonds to be contained in the documents and instruments to be delivered made on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties on the part of the Issuer and the Borrower contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers Issuer and other officials of the Issuer Borrower made in any certificate certificates or document other documents furnished pursuant to the provisions hereof, : to the performance by the Issuer and the Borrower of its their respective obligations to be performed performed· hereunder and under the Trust Agreement at or prior to the Closing Date, Date and also shall be subject to the following additional conditions: (a) On At the Closing Date, the Trust Indenture, the Bonds, the Loan Agreement and the Note shall have been duly authorized, executed and delivered by the respective parties thereto, and none of the foregoing agreements shall have been amended, modified or supplemented so as to materially affect the content thereof, except as may have been agreed to in writing by the Purchaser, and there shall have been taken in connection therewith, with the issuance of the Bonds, and with the transactions contemplated thereby and by this Bond Purchase Agreement, all such actions as the Purchaser reasonably shall deem to be in full force necessary and effect; and the Resolutions shall be in full force and effectappropriate; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received an original or copies of the following documents or copies thereofdocuments, in each case satisfactory in form and substance to the Purchaser: (i) The Indenture, the Bonds, the Loan Agreement and the Note, each duly executed and delivered by the respective parties thereto, with such amendments, modifications or supplements as may have been agreed to in writing by the Purchaser; (ii) The opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, LLP, counsel to the Borrower, dated the Closing Date, in substantially the form attached as Exhibit B hereto; (iii) The opinion of Bond Counsel, dated the Closing Date, in substantially the form attached as Exhibit C hereto; (iv) The opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Issuer, dated the Closing Date, in substantially the form attached as Exhibit D hereto; (v) A certificate, dated the Closing Date, signed by a duly authorized official of the Issuer, in form satisfactory to the Purchaser, to the effect that the representations and warranties of the Issuer set forth in Section 3 hereof are true, correct and complete on the date thereof; (vi) A certificate, dated the Closing Date, signed by a duly authorized officer of the Borrower, in form satisfactory to the Purchaser, to the effect that the representations and warranties of the Borrower set forth in Section 4 hereof are true, correct and complete on the date thereof; (vii) Such additional legal opinions, certificates, proceedings, instruments and other documents as Bond Counsel or the Purchaser may reasonably request to evidence compliance by the Trustee, the Issuer or the Borrower with legal requirements of closing, and to certify the truth and accuracy as of the Closing Date, of the representations of the Issuer and the Borrower contained herein and the due performance or satisfaction by the Issuer and the Borrower at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by each of them. (c) Between the date hereof and the Closing Date, legislation shall not have been enacted by the Congress or be actively considered for enactment by Congress, or recommended to the Congress for passage by the President of the United States, or introduced to either house of the Congress, nor a decision rendered by any court of competent jurisdiction, or the United States Tax Court, nor any order, ruling, regulation or official statement made by the United States Treasury Department or the Internal Revenue Service, with the purpose or effect of imposing federal income taxation upon revenues or other income of the character derived by the Issuer under the Loan Agreement. (d) Between the date hereof and the Closing Date, legislation shall not have been enacted by the Congress or be actively considered for enactment by Congress, or recommended to the Congress for enactment by the President of the United States, or introduced or favorably reported for passage to either house of the Congress, and neither a decision, order or decree of a court of competent jurisdiction, nor an order, ruling, regulation or official statement of or on behalf of the Securities and Exchange Commission shall have been rendered or made, with the purpose or effect that the issuance, offering or sale of the Bonds or any related security or obligations of the general character of the Bonds or any related security as contemplated hereby, or the execution and delivery of the Indenture, is or would be in violation of any provision of, or is or would be subject to registration or qualification requirements under, the Securities Act or the Trust Indenture Act. (e) None of the following shall have occurred: (i) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange or such trading shall have been suspended; (ii) the New York Stock Exchange or other national securities exchange, or the National Association of Securities Dealers, Inc. or other national securities association, or the Municipal Securities Rulemaking Board or other similar national self-regulatory rule-making board, or any governmental authority, shall impose, as to the Bonds or similar obligations, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or change in the net capital requirements of, Purchaser; (iii) a general banking moratorium shall have been declared by federal, New York or Indiana authorities; or

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under to consummate the transactions contemplated by this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Datefulfillment, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing DateClosing, and also shall be subject to of each of the following additional conditions, any of which may be waived in writing by the Purchaser in its sole discretion: (a) On There shall not have occurred any of the following: (i) an event or matter which constitutes a breach of a representation and warranty in Sections 5.2, 5.3(a)-(e) or 5.11(a); (ii) the entry against CTF of an Order which constitutes a breach of a representation and warranty in Section 5.8(b) and, as of the Closing, prevents a Hotel from operating in the Ordinary Course of Business in all material respects; or (iii) an event or matter, other than a Casualty Loss, that constitutes a breach of any other of CTF’s representations, warranties or covenants contained in the CTF Agreement that (A) with respect to any Group A Hotels, or the Hotel Interests related thereto, adversely impacts the value of one or more of such Hotels, or the Hotel Interests related thereto, by more than the Group A Threshold Amount or (B) with respect to any Group B Hotels, or the Hotel Interests related thereto, adversely impacts the value of one or more of such Hotels, or the Hotel Interests related thereto, by more than the Group B Threshold Amount, provided, however, if Purchaser determines not to proceed to Closing Datewith respect to such Hotel, Purchaser’s sole remedy in event of such event or breach shall be that: (1) Marriott shall not cause CTF to assign, transfer, convey or deliver such Hotel Interest affected by such event or breach to the Trust Agreement Purchaser at the Closing, and (2) the Unadjusted Purchase Price shall have been duly authorized, executed and delivered be reduced by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect;Preliminary Allocated Price for such Hotel Interest. (b) On Marriott shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received from Marriott a certificate to such effect, signed by a duly authorized officer thereof. (c) The Purchaser shall have received an executed counterpart of each of Marriott’s Closing Deliveries, signed by each party thereto other than the following documents or copies thereofPurchaser. (d) At the Closing, issuance by the Title Company of a title policy identical in each case satisfactory in form and substance all material respects to the Purchaser:Pro Formas for the Real Property related to the Hotel Interests being transferred at the Closing as each such Pro Forma has been modified in accordance with the provisions of Section 9.1(d) subject only to changes required to incorporate a New Title Matter accepted by Purchaser in accordance with Section 9.1(e).

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase Tranche Shares at each Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Closing Date: (a) the representations and warranties of the Issuer contained herein Company set forth in Section 4 of this Agreement shall be true and correct with the representations same force and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both effect as though expressly made on and as of the date hereof and such Closing Date, except for representations or warranties expressly stated to be made as of the Closing Date. Accordinglya particular date, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the which representations and warranties shall be true and correct as of such date; (b) the Company shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; (c) the Company shall have delivered to the Purchaser (i) a certificate executed by the Chairman of the Issuer contained herein Board or President and the chief financial or accounting officer of the Company, dated as of the date hereof and as of the such Closing Date, to the accuracy effect that the conditions in all material respects clauses (a), (b), (f), (h) and (i) have been satisfied, (ii) a certified copy of the statements resolutions of the officers Company’s Board of Directors (the “Board”) authorizing the execution and other officials performance of this Agreement, (iii) a certified copy of the Issuer made Company’s bylaws and (iv) a certified copy of the Company’s certificate of incorporation; (d) the Registration Statement (as defined below) shall have been declared effective and shall not have been withdrawn, no stop order suspending the effectiveness of the Registration Statement shall be in any certificate effect, and no proceedings for the suspension of the effectiveness of the Registration Statement shall have been instituted or document furnished pursuant threatened by the Securities and Exchange Commission (the “Commission”); (e) Greenbaum, Rowe, S▇▇▇▇, ▇▇▇▇▇, D▇▇▇▇ & H▇▇▇▇▇, LLP, counsel to the provisions hereofCompany, shall have delivered its legal opinion to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditionsPurchaser that: (ai) On the Closing DateCompany and each of the Subsidiaries (as defined below) are duly incorporated, the Trust Agreement shall have been duly authorized, executed validly existing and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectgood standing; (bii) On the Closing Date, all necessary action Company and each of the Issuer relating Subsidiaries are qualified to do business in each jurisdiction in which such qualification is necessary; (iii) the execution Company and delivery each of the Bonds will have been taken Subsidiaries has all requisite corporate power and will be in full force authority to own or lease its assets and effect; andother properties and to conduct its business as is currently conducted; (civ) At or prior the Company has all requisite corporate power and authority to execute and deliver the Closing DateAgreement, to sell and issue the Purchaser shall have received applicable Tranche Shares and to otherwise carry out and perform its obligations under the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:Agreement;

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations obligation of the Purchaser under this Purchase Agreement to purchase, consummate the sale of the Preferred Stock to accept delivery of and to pay for the Bonds shall be subject, Purchaser at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be is subject to the satisfaction or waiver of the following additional further conditions: (a) On The representations and warranties of the Company (i) set forth in Sections 3.2(a), 3.4 and 3.6 shall be true and correct on the date of this Agreement and as of the Closing DateDate with the same force and effect as though made on and as of the Closing Date and (ii) set forth in Article III, the Trust Agreement shall have been duly authorizedother than in Sections 3.2(a), executed 3.4 and delivered by the respective parties thereto3.6, and shall be in full true and correct on the date of this Agreement and as of the Closing Date with the same force and effecteffect as though made on and as of the Closing Date (without giving effect to qualifications as to materiality or Material Adverse Effect contained therein), except where the failure to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect; provided, however, that such representations and warranties made as of a specific date need only be true and correct (subject to the Resolutions shall be in full force and effect;qualifications set forth above) as of such date only. (b) On As of the date hereof, the Company is able to deliver the certificate contemplated by Section 8.2(b) of the Merger Agreement assuming for the purposes of this Section 6.3(b) that the closing of the Merger (as defined in the Merger Agreement) occurred on the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and. (c) At The Articles Supplementary shall have been filed by the Company with, and accepted for record by, the State Department of Assessments and Taxation of Maryland, and satisfactory evidence of such filing and acceptance for record shall have been delivered to the Purchaser. (d) The Company shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it hereunder at or prior to the Closing Date, the Closing. (e) Purchaser shall have received fully executed copies of all of the following documents or copies thereof, in each case satisfactory in form and substance to waivers contemplated by Section 8.2(j) of the Purchaser:Merger Agreement. (f) There shall not have been any Material Adverse Effect since the date hereof.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Issuer contained Company herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof any Applicable Time and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay Date for the Bonds shall be subject, at the option of the Purchasersuch Notes, to the accuracy in performance and observance by the Company of all material respects covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of the representations Registration Statement nor any notice objecting to its use shall have been issued and warranties no proceedings for that purpose shall have been instituted or threatened. (b) If specified by any related Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Issuer contained herein as of the date hereof and Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(d), (ii) the opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., counsel for the statements Company, dated as of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject substantially to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Purchaser, dated as of the Closing Date, substantially to the Trust Agreement shall have been duly authorizedeffect set forth in Section 5(c) and (iv) the letter of Deloitte & Touche LLP, executed and delivered by independent registered public accounting firm for the respective parties theretoCompany, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On dated as of the Closing Date, all necessary action substantially to the effect set forth in Section 5(e); provided, however, that the references to the accuracy of the Issuer relating Prospectus shall also be made as of the Applicable Time and provided further that references to the execution Registration Statement and delivery of the Bonds will have been taken Prospectus in such certificate, opinions and will letter shall be in full force to the Registration Statement as amended and effect; andsupplemented at the Closing Date and to the Prospectus as amended or supplemented at the Applicable Time and at the Closing Date. (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase Tranche Shares at a Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Tranche Closing Date: (a) the representations and warranties of the Issuer contained herein and the representations and warranties to be contained Company set forth in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer Section 2.01 of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy true and correct in all material respects with the same force and effect as though expressly made on every date during the term of the this Agreement, including each Tranche Closing Date, except for representations or warranties made as of a particular date which representations and warranties shall be true and correct as of such date; (b) the Company shall have complied in all material respects with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Tranche Closing Date; (c) the Company shall have delivered to the Purchaser a certificate executed by the Chairman of the Issuer contained herein as Board or President and the chief financial or accounting officer of the date hereof and as of Company, dated the applicable Tranche Closing Date, to the accuracy effect that the conditions in all material respects Section 4.01(a), (b), (h), and (i), have been satisfied; (d) the Registration Statement shall have been declared by the Securities and Exchange Commission (the “Commission”) to be effective under the Securities Act on or prior to December 31, 2005 and shall not have been withdrawn, no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for the suspension of the effectiveness of the Registration Statement shall have been instituted or threatened by the Commission; (e) [INTENTIONALLY OMITTED] (f) the Company shall retain, and through the term of this Agreement shall continue to retain, an investor relations firm satisfactory to the Purchaser, in its sole and absolute discretion. (g) there shall not have been (i) any domestic or international event, act, or occurrence, including, without limitation, event, act, or occurrence of terrorism, that shall have materially and adversely disrupted, or, in the opinion of the Purchaser, will in the immediate future materially and adversely disrupt, the securities markets; or (ii) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market; or (iii) an outbreak or increase in the level of major hostilities or other national or international calamity; or (iv) a banking moratorium declared by any state or federal authority; or (v) a moratorium in foreign exchange trading by major international banks or persons declared; or (vi) a material interruption in the mail service or other means of communication within the United States; or (vii) a material or substantial loss suffered by the Company by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, or from any labor dispute or court or government action, order, or decree, which will, in the discretion of the Purchaser, make it inadvisable to proceed with any portion of the transactions contemplated hereby; or (viii) any material adverse change in the business, prospects, financial condition, or results of operations of the Company; or (ix) any material governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof; or (x) passed by the Congress of the United States or by any state legislature any act or measure, or adopted by any governmental body or authoritative accounting institute or board, or any governmental executive, any orders, rules, or regulations, which the Purchaser believes likely to have a material adverse effect on the business, financial condition, or financial statements of the officers and other officials Company or any of the Issuer made Subsidiary or the market for the Common Stock; or (xi) such material and adverse change in any certificate the market for the Company's securities or document furnished pursuant securities in general or in political, financial, or economic conditions as in the judgment of the Purchaser makes it inadvisable to proceed with the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions:transactions contemplated hereby. (ah) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser The Company shall have received state securities law or “blue sky” clearance for the following documents or copies thereof, sale of the Shares in each case satisfactory states reasonably specified in form and substance to writing by the Purchaser:, other than states in which such clearance shall have required the Company to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (i) A Blackout Period shall not be in effect at either the date of the Tranche Election Notice or the Tranche Closing Date.

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into to purchase the Shares at the Closing is subject to the fulfillment of each of the following conditions, any one or more of which may be waived by the Purchaser. (a) All waivers, consents, approvals and actions of any governmental authority or regulatory body or other Person required to be obtained by the Seller in connection with this Purchase Agreement in reliance upon shall have been obtained (excluding the Client Consents) and any waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated. (b) No action, suit, or proceeding shall be pending or threatened before any court or other governmental body wherein an unfavorable order would (i) prevent or delay the consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation. (c) The representations and warranties of the Issuer contained herein Seller set forth in this Agreement and the representations in any document, instrument or certificate delivered hereunder shall be true and warranties to be contained correct in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on all respects at and as of the date hereof of this Agreement and at and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds . (d) The Seller shall be subject, at the option of the Purchaser, to the accuracy have performed in all material respects all of the representations covenants and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date, agreements to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations extent required to be performed hereunder and by it under the Trust this Agreement at or prior to the Closing DateClosing. (e) The Company shall have obtained, and also shall be subject prior to the following additional conditions: Closing, Client Consents relating to Consent Persons representing more than eighty-five percent (a85%) On of the Closing Datenet present value of aggregate management fees payable by Consent Persons. For the avoidance of doubt, (i) the Trust Agreement shall have been duly authorized, executed and parties agree that the net present value of management fees will be based upon the assumptions delivered by the respective parties theretoCompany to each party on the date hereof (the “Valuation Assumptions”) and (ii) the manner of consent listed in Schedule 2.1(h) for each Client Consent shall be deemed to satisfy the condition set forth in this Section 4.1(e) with respect to the applicable Consent Person, absent any modification after the date of this Agreement to the applicable collateral management agreement or other Contract between the Company or one of its Subsidiaries, on one hand, and shall be in full force and effect; and such Consent Person, on the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:other hand.

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase Tranche Shares at a Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Tranche Closing Date: (a) the representations and warranties of the Issuer contained herein Company set forth in Section 2.01 of this Agreement shall be true and correct with the representations same force and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both effect as though expressly made on and as of the date hereof and such Tranche Closing Date, except for representations or warranties made as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the a particular date which representations and warranties shall be true and correct as of such date; (b) the Company shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Tranche Closing Date; (c) the Company shall have delivered to the Purchaser a certificate executed by the Chairman of the Issuer contained herein as Board or President and the chief financial or accounting officer of the date hereof and as of Company, dated the applicable Tranche Closing Date, to the accuracy effect that the conditions in all material respects of clauses (i) and (ii) have been satisfied; (d) the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance Registration Statement shall have been declared by the Issuer of its obligations Securitires and Exchange Commission (the "COMMISSION") to be performed hereunder and effective under the Trust Agreement at Securities Act on or prior to the Closing Date________________, 2004, and also shall not have been withdrawn, no stop order suspending the effectiveness of the Registration Statement shall be subject to in effect, and no proceedings for the following additional conditions: (a) On suspension of the Closing Date, effectiveness of the Trust Agreement Registration Statement shall have been duly authorized, executed and delivered instituted or threatened by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectCommission; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to contribute the Contribution Consideration is conditioned on the satisfaction of the following conditions on or prior to the Closing Date (any one or more of which can be waived by a written waiver executed by the Seller): (a) The representations and warranties of the Issuer contained herein and the representations and warranties to be contained in Article III and Article IV of this Agreement shall be true and correct in all respects (in the documents and instruments to be delivered on case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the Closing Date and upon the performance case of any representation or warranty not qualified by the Issuer of its obligations both on and materiality or Material Adverse Effect) as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, Date as though made at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing DateDate (except those representations and warranties that address matters only as of a specified date, to the accuracy of which shall be determined as of that specified date in all respects). (b) The Company and the Seller shall have performed and complied in all material respects of the statements of the officers with their respective covenants and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations agreements required to be performed performed, satisfied or complied with by them hereunder and under the Trust Agreement at on or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and. (c) At From the date of this Agreement, there shall have been no Material Adverse Effect on the Company. (d) No Proceeding shall have been instituted or prior threatened or claim or demand made against the Company, the Seller or the Purchaser seeking to restrain or prohibit, or to obtain damages with respect to, the consummation of the transactions contemplated hereby, and no Law, order, decree or ruling shall be in effect, or shall have been issued, enacted, entered, promulgated or enforced by a Governmental Entity, that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby. (e) The Company shall have obtained the consents listed on Schedule ‎4.04; (f) The Company shall have received executed non-disclosure agreements from each of its members, in a form approved by Purchaser, and, following Purchaser’s approval of such non-disclosure agreements and delivery by the Company to Purchaser of the executed non-disclosure agreements, the Company shall have delivered an Information Statement to each of its members, in a form reviewed and approved by Purchaser; (g) The Purchaser shall have received all of the Closing Datedeliveries set forth in Section ‎2.02. (h) The representations and warranties of the Company contained in this Agreement and any Related Agreement shall be true and correct, in all material respects, as of the Closing, with the same force and effect as if made as of the Closing, other than such representations and warranties as are specifically made as of another date, and all the covenants contained in this Agreement and any Related Agreement to be complied with by the Company on or before the Closing Date shall have been complied with, in all material respects, and the Purchaser shall have received a certificate of a duly authorized Person on behalf of the following documents or copies Company to such effect signed by a duly authorized Person thereof, in each case satisfactory in form and substance to the Purchaser:.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties obligation of the Issuer contained herein and Purchaser to cause payment for the representations and warranties Bonds to be contained in the documents and instruments to be delivered made on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties on the part of the Issuer and the Borrower contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers Issuer and other officials of the Issuer Borrower made in any certificate certificates or document other documents furnished pursuant to the provisions hereof, : to the performance by the Issuer and the Borrower of its their respective obligations to be performed performed· hereunder and under the Trust Agreement at or prior to the Closing Date, Date and also shall be subject to the following additional conditions: (a) On At the Closing Date, the Trust Indenture, the Bonds, the Loan Agreement and the Notes shall have been duly authorized, executed and delivered by the respective parties thereto, and none of the foregoing agreements shall have been amended, modified or supplemented so as to materially affect the content thereof, except as may have been agreed to in writing by the Purchaser, and there shall have been taken in connection therewith, with the issuance of the Bonds, and with the transactions contemplated thereby and by this Bond Purchase Agreement, all such actions as the Purchaser reasonably shall deem to be in full force necessary and effect; and the Resolutions shall be in full force and effectappropriate; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received an original or copies of the following documents or copies thereofdocuments, in each case satisfactory in form and substance to the Purchaser: (i) The Indenture, the Bonds, the Loan Agreement and the Notes, each duly executed and delivered by the respective parties thereto, with such amendments, modifications or supplements as may have been agreed to in writing by the Purchaser; (ii) The opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, dated the Closing Date, in substantially the form attached as Exhibit B hereto; (iii) The opinion of Bond Counsel, dated the Closing Date, in substantially the form attached as Exhibit C hereto; (iv) The opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Issuer, dated the Closing Date, in substantially the form attached as Exhibit D hereto; (v) A certificate, dated the Closing Date, signed by a duly authorized official of the Issuer, in form satisfactory to the Purchaser, to the effect that the representations and warranties of the Issuer set forth in Section 3 hereof are true, correct and complete on the date thereof; (vi) A certificate, dated the Closing Date, signed by a duly authorized officer of the Borrower, in form satisfactory to the Purchaser, to the effect that the representations and warranties of the Borrower set forth in Section 4 hereof are true, correct and complete on the date thereof; (vii) Such additional legal opinions, certificates, proceedings, instruments and other documents as Bond Counsel or the Purchaser may reasonably request to evidence compliance by the Trustee, the Issuer or the Borrower with legal requirements of closing, and to certify the truth and accuracy as of the Closing Date, of the representations of the Issuer and the Borrower contained herein and the due performance or satisfaction by the Issuer and the Borrower at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by each of them. (c) Between the date hereof and the Closing Date, legislation shall not have been enacted by the Congress or be actively considered for enactment by Congress, or recommended to the Congress for passage by the President of the United States, or introduced to either house of the Congress, nor a decision rendered by any court of competent jurisdiction, or the United States Tax Court, nor any order, ruling, regulation or official statement made by the United States Treasury Department or the Internal Revenue Service, with the purpose or effect of imposing federal income taxation upon revenues or other income of the character derived by the Issuer under the Loan Agreement or which would have the effect of imposing federal income tax action upon the interest to be paid on the Series 2012A Bonds and the Series 2012B Bonds or on bonds of the general character of the Series 2012A Bonds and the Series 2012B Bonds. (d) Between the date hereof and the Closing Date, legislation shall not have been enacted by the Congress or be actively considered for enactment by Congress, or recommended to the Congress for enactment by the President of the United States, or introduced or favorably reported for passage to either house of the Congress, and neither a decision, order or decree of a court of competent jurisdiction, nor an order, ruling, regulation or official statement of or on behalf of the Securities and Exchange Commission shall have been rendered or made, with the purpose or effect that the issuance, offering or sale of the Bonds or any related security or obligations of the general character of the Bonds or any related security as contemplated hereby, or the execution and delivery of the Indenture, is or would be in violation of any provision of, or is or would be subject to registration or qualification requirements under, the Securities Act or the Trust Indenture Act. (e) None of the following shall have occurred: (i) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange or such trading shall have been suspended; (ii) the New York Stock Exchange or other national securities exchange, or the National Association of Securities Dealers, Inc. or other national securities association, or the Municipal Securities Rulemaking Board or other similar national self-regulatory rule-making board, or any governmental authority, shall impose, as to the Bonds or similar obligations, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or change in the net capital requirements of, Purchaser; (iii) a general banking moratorium shall have been declared by federal, New York or Indiana authorities; or

Conditions to the Obligations of the Purchaser. The obligation of Purchaser hereby enters into to consummate the transactions contemplated in this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, are subject to the accuracy in all material respects satisfaction (or waiver by Purchaser) of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On The representations and warranties of Seller shall be true and correct in all material respects (except for any such representations and warranties that are qualified by materiality, which shall be true and correct in all respects) on and as of the Closing DateDate (other than representations and warranties made as of a specified date, which need be true and correct only as of the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectspecified date); (b) On Seller shall have performed and complied in all material respects with all of its agreements and covenants required to be performed or complied with under this Agreement as of the Closing; (c) No action suit, proceeding claim, arbitration or investigation before any Governmental Authority or before any arbitrator shall be pending that would reasonably be expected to result in an unfavorable judgment, order, decree, stipulation or injunction that would: (i) prevent consummation of the transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation; (d) Seller shall have delivered to Purchaser a certificate executed by an authorized officer of the Seller to the effect that each of the conditions specified in subsections (a), (b), (c) and (d) of this Section 5.1 has been satisfied as of immediately prior to the Closing Datein all respects; (e) Seller shall have given such notices and obtained in writing and at its own expense all consents and waivers (including, all but nor limited to, those set forth on Schedule 4.10) necessary action for the consummation of the Issuer relating Asset Transfer; (f) Seller shall have delivered to Purchaser a certificate of the secretary of Seller, in form and substance reasonably satisfactory to Purchaser, certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors of Seller authorizing the performance of the transactions contemplated by this Agreement and the execution and delivery of the Bonds will Transaction Documents, and that such resolutions are still in effect. (g) Seller shall have delivered to Purchaser a ▇▇▇▇ of sale in the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”) dated as of the Closing Date and duly executed by an authorized officer of Seller; (h) Seller shall have delivered to Purchaser an assignment and assumption agreement in the form attached hereto as Exhibit D (the “Assignment & Assumption Agreement”) dated as of the Closing Date and duly executed by an authorized officer of Seller; (i) Seller shall have delivered to Purchaser an assignment of patents in the form attached hereto as Exhibit E (the “IP Assignment Agreement – Patents”) dated as of the Closing Date and duly executed by an authorized officer of Seller; (j) Seller shall have delivered to the Purchaser a Transition Services Agreement in the form attached hereto as Exhibit F (the “Services Agreement”) dated as of the Closing Date and duly executed by an authorized officer of Seller; (k) Seller shall have delivered to the Purchaser and Parent a Noncompetition Agreement in the form attached hereto as Exhibit G (the “Noncompetition Agreement”) dated as of the Closing Date and duly executed by an authorized officer of Seller; (l) All Liens to which any of the Transferred Assets are subject or by which any of the Transferred Assets are bound shall have been taken removed and will be in full force and effectSeller shall have delivered to Purchaser evidence of the removal of such Liens that is reasonably acceptable to Purchaser; and (cm) At or prior Seller shall have delivered to the Closing DatePurchaser such other bills of sale, assignment and other instruments of transfer or conveyance as may be reasonably requested by Purchaser to effect the Purchaser shall have received sale, conveyance and delivery of the following documents or copies thereof, in each case satisfactory in form and substance Transferred Assets to the Purchaser:.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of ---------------------------------------------- the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for purchase the Bonds Securities shall be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties on the part of the Issuer Seller contained herein as of the date hereof hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer Seller made in any certificate or document furnished certificates delivered pursuant to the provisions hereof, to the performance by the Issuer Seller of its their obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On The Purchaser shall have received from PriceWaterhouseCoopers, LLP a letter confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations and otherwise in form and substance reasonably satisfactory to the Purchaser and counsel to the Purchaser. (b) All actions required to be taken and all filings required to be made by the Seller under the Act prior to the sale of the Securities shall have been duly taken or made. At and prior to the Closing Date, no stop order suspending the Trust Agreement effectiveness of the Registration Statement shall have been duly authorizedissued and no proceedings for that purpose shall have been instituted or, executed and delivered to the knowledge of the Seller or the Purchaser, shall be contemplated by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect;Commission. (bc) On the Closing Date, all necessary action of the Issuer relating Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the Bonds business or properties of the Seller, the Expected Successor Servicer or the Insurer which, in the reasonable judgment of the Purchaser, materially impairs the investment quality of the Securities; (ii) any downgrading in the rating of the securities of either Seller, or the Insurer by any "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any securities of either Seller, or the Insurer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, New York, or Florida. (d) Hunton & ▇▇▇▇▇▇▇▇, counsel to the Seller, will deliver to the Purchaser, the Certificate Insurer and the Rating Agencies a favorable opinion relating to the Securities and related matters, reasonably satisfactory in form and substance to such parties. (e) Hunton & ▇▇▇▇▇▇▇▇, special tax counsel for the Seller, shall render a favorable opinion dated the Closing Date, and reasonably satisfactory in form and substance to the Purchaser, generally to the effect that (i) the information in the Prospectus under "Federal Income Tax Consequences" and in the Prospectus Supplement under "Federal Income Tax Consequences," insofar as such information describes federal statutes and regulations or otherwise constitute matters of law or legal conclusions of the statutes or regulations of such jurisdiction have been taken prepared or reviewed by such counsel, and such information is correct in all material respects; and (ii) assuming compliance with all of the provisions of the Pooling and Servicing Agreement, the Trust Fund will qualify as one or more REMICs pursuant to Section 860D of the Internal Revenue Code of 1986 (the "Code") for federal income tax purposes as of the Closing Date and will be continue to qualify as one or more REMICs for so long as the Trust Fund continues to meet the requirements set forth in full force the Code and effect; andapplicable treasury regulations. (cf) At The Purchaser shall have received a favorable opinion of Counsel of the Insurer, addressed to the Purchaser, dated the Closing Date and reasonably satisfactory in form and substance to the Purchaser and counsel for the Purchaser, substantially to the effect that: (i) The Insurer has been duly incorporated and is validly existing as a stock insurance company in good standing under the laws of the State of New York. (ii) The Insurer has full power and authority to execute, deliver and perform its duties under the Securities Insurance Policies and has duly issued the Securities Insurance Policies, and the Securities Insurance Policies constitutes the legal, valid and binding obligation of the Insurer enforceable against the Insurer in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors' rights generally. (iii) No approval, authorization or other action by, or filing with, any governmental authority of the United States of America or any state having jurisdiction over the Insurer is required in connection with the issuance by the Insurer of the Securities Insurance Policies or the performance by the Insurer of its duties thereunder except such as have been obtained, taken or made. The issuance of the Securities Insurance Policies will not contravene any law or governmental regulation or order presently binding on the Insurer or the charter or the bylaws of the Insurer or contravene any provision of or constitute a default under any indenture, contract or other instrument to which the Insurer is a party or by which it is bound. (iv) Except for changes, if any, approved by the Purchaser, the Securities Insurance Policies conform in all material respects to the description thereof in the Prospectus under the caption "The Surety Bonds and the Insurer." To the extent required by applicable legal requirements, the Securities Insurance Policy form has been filed with, and approved by, all governmental authorities having jurisdiction over the Insurer in connection with each such policy. (v) The description of the Insurer in the Prospectus is true and correct in all material respects. (g) The Purchaser shall have received an opinion addressed to the Purchaser of counsel for the Trustee, dated the Closing Date and reasonably satisfactory in form and substance to the Purchaser and counsel for the Purchaser, substantially to the effect that: (i) The Trustee has been duly organized and is validly existing and in good standing as a New York banking corporation. (ii) The Trustee has full power and authority to execute, deliver and perform its duties under the Pooling and Servicing Agreement and has duly executed and delivered the Pooling and Servicing Agreement and, assuming due authorization, execution and delivery thereof by the other parties thereto, the Pooling and Servicing Agreement constitutes the legal, valid and binding obligations of the Trustee enforceable against the Trustee in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors' rights generally. (iii) The Certificates have been duly executed, authenticated and delivered by the Trustee. (iv) No approval, authorization or other action by, or filing with, any governmental authority having jurisdiction over the trust powers of the Trustee is required in connection with the execution and delivery by the Trustee of the Pooling and Servicing Agreement or the performance by the Trustee of its duties thereunder except such as have been obtained, taken or made. (h) The Purchaser shall have received a certificate dated the Closing Date of the President, any Vice President or the Secretary of the Seller in which such officer shall state that, to the best of his knowledge after reasonable investigation, (i) the representations and warranties of the Seller with respect to the Mortgage Loans contained in any Basic Document are true and correct, (ii) the representations and warranties of the Seller, in this Agreement are true and correct, (iii) the Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued, (v) no proceedings for that purpose have been instituted or are contemplated by the Commission, and (vi) there has been no amendment or other document filed affecting the Certificate of Incorporation or bylaws of the Seller since March 15, 1994 and no such amendment has been authorized. (i) On or before the Closing Date, the Purchaser shall have received evidence satisfactory to the following documents or copies thereofPurchaser that each class of Class A Certificates has been given the ratings set forth on Schedule I hereto. (j) At the Closing Date, in each case the Insurer shall have issued the Securities Insurance Policies and the Purchaser shall have received a certificate from an officer of the Insurer dated the Closing Date, reasonably satisfactory in form and substance to the Purchaser:. (k) At the Closing Date, the Class A Certificates and the Pooling and Servicing Agreement will conform in all material respects to the descriptions thereof contained in the Prospectus. (l) All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Purchaser.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon shall not be obligated to complete the representations and warranties purchase of the Issuer contained Purchased Shares herein and the representations and warranties to be contained in the documents and instruments to be delivered provided for unless on the Closing Date and upon the performance by the Issuer of its obligations both on and as each of the date hereof and as following conditions shall have been satisfied: (i) there shall have been performed or complied with, in all respects, all of the Closing Date. Accordinglyobligations, the obligations covenants and agreements of the Purchaser Vendors under this Purchase Agreement and any Ancillary Agreement to purchasewhich either Vendor is a party, each and every one of which is hereby declared to accept delivery of and be a separate condition to pay for the Bonds shall be subject, at the option closing of the Purchaser, to the accuracy in said transaction; (ii) all material respects of the representations and warranties of the Issuer contained herein as of Vendors made pursuant to this Agreement and the date hereof Ancillary Agreements shall be true and correct as of the Closing Date, the truth and correctness of each such representation and warranty is hereby declared to be a separate condition to the accuracy in all material respects closing of the statements said transaction; (iii) on the Closing Date, there shall be no material adverse change in the financial position of the officers Corporation from that reflected in the Corporation Financial Statements; (iv) there shall have been delivered to the Purchaser, in scope, form and other officials terms satisfactory to it and the Purchaser’s counsel, the following: (a) certified copies of: (i) the constating documents and by-laws of the Issuer made in any Corporation; and (ii) all resolutions of the board of directors and, if applicable, shareholders of the Corporation approving the transactions contemplated hereby; (b) a certificate of status (or document furnished pursuant equivalent) of the Corporation; (c) an incumbency certificate for the Corporation; (d) evidence that all necessary steps and proceedings as approved by counsel for the Purchaser, acting reasonably, to permit all of the Purchased Shares to be fully and validly transferred to the provisions hereofPurchaser have been taken; (e) executed releases and, where applicable, resignations in favour of the Purchaser and the Corporation by such directors, officers, shareholders, consultants and employees of the Corporation as may be required by the Purchaser of all of his, her or its claims against the Corporation with respect to any matter in relation to his, her or its capacity as a director, officer, shareholder, consultant or employee of the Corporation substantially in the form attached hereto as Exhibit “B”; (f) evidence satisfactory to the performance Purchaser that the Pre-Closing Reorganization has been completed; (g) evidence that the Purchaser has secured a lease for the additional 3,000 square feet of real estate in the premise adjacent to the existing rented premises is leased; (h) evidence that the Corporation has received a firm proposal for the financing of Agilent equipment consisting of the following units: 1260II HPLC with 6470 Triple Quad Mass Spec (or QQQ)’ 7890 GC with 7010B (With HES) Triple Quad Mass Spec (or QQQ); 7890 GC with 5977B Single Quad Mass Spec, with Headspace; and 7800 ICP-MS; (i) a duly executed Purchaser Subscription Agreement executed by the Issuer Purchaser; (j) a duly executed Vendor’s Subscription Agreement executed by each of its obligations the Vendors; (k) a certificate of the Vendors dated the Closing Date as to be performed hereunder compliance with the conditions precedent set forth in subsections (i), (ii) and under (iii) of this Section 9.01; (l) a duly executed shareholders agreement in respect of the Trust Agreement at or Corporation substantially in the form attached hereto as Exhibit “C”; (m) a duly executed employment agreement between the Corporation and ▇▇▇▇ substantially in the form attached hereto as Exhibit “D”; (n) a duly executed non-competition agreement among the Corporation, the Vendors substantially in the form attached hereto as Exhibit “E”; (o) the Purchaser shall have received resolutions of the Corporation amending the banking signing authority and banking signature cards of the Corporation in a form acceptable to the Purchaser; (p) an updated Disclosure Schedule providing the required information as of the Business Day immediately preceding the Closing Date; (q) a draft closing balance sheet of the Corporation prepared as of the date that is not greater than five (5) Business Days prior to the Closing Date, prepared in accordance with ASPE applied on a basis consistent with the preparation of the Corporation Financial Statements, together with evidence satisfactory to the Purchaser that the aggregate of the: (i) cash on hand in the Corporation’s bank account; and also (ii) Accounts Receivable of the Corporation, less the aggregate of the Corporation’s: (iii) accounts payable and current liabilities excluding the Note and the Shareholder Loans; (iv) written uncashed cheques; and (v), shall be subject not less than $nil; (r) evidence that the Note and ▇▇▇▇ Note shall be repaid contemporaneously and as a condition to the following additional conditions:completion of the purchase of the Purchased Shares; (as) On evidence that the Closing DateClare Note has been issued; and (v) all Consents that may be required under any Contracts of the Corporation have been obtained in a form satisfactory to the Purchaser without any special conditions or monetary requirements being imposed; and (vi) all consents, approvals, orders and Authorizations (or registrations, filings or recordings with any such Governmental Authorities), required in connection with the Trust completion of the transactions contemplated by this Agreement or the performance of any of the terms and conditions of this Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On obtained on or before the Closing Date. There shall be no injunction or restraining order issued preventing, all necessary action and no pending or threatened claim, action, litigation or proceeding, judicial or administrative or investigation against any party by any Governmental Authority, for the purpose of enjoining or preventing the consummation of the Issuer relating transactions contemplated in this Agreement or otherwise claiming that this Agreement or the consummation thereof is improper or would give rise to the execution and delivery proceedings under any statute or rule of law. Any of the Bonds will have been taken and will foregoing conditions may be waived in full force and effect; and (c) At whole or prior to the Closing Date, in part by the Purchaser shall have received without prejudice to its rights upon the following documents non-performance of any other condition or copies thereofconditions, as provided for in each case satisfactory this Section 9.01, any such waiver to be binding upon the Purchaser only if the same is in form and substance to the Purchaser:writing.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations obligation of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for purchase the Bonds Shares at the Closing shall be subjectsubject to the satisfaction of the following conditions, at or the option waiver of such conditions by the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the representations and warranties of the Company set forth in Section 2.01 of this Agreement shall be true and correct with the same force and effect as though expressly made on every date during the term of this Agreement, including the Closing Date, the Trust Agreement shall have been duly authorized, executed except for representations or warranties made as of a particular date which representations and delivered by the respective parties thereto, and warranties shall be in full force true and effect; and the Resolutions shall be in full force and effectcorrect as of such date; (b) On the Closing Date, Company shall have complied with all necessary action of the Issuer relating agreements hereunder and satisfied all the conditions on its part to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At performed or satisfied hereunder at or prior to the Closing Date, ; (c) the Company shall have delivered to the Purchaser a certificate executed by the Chairman of the Board or President and the chief financial or accounting officer of the Company, dated the Closing Date, to the effect that the conditions in Section 4.01(a), (b), (h), (i), and (j) have been satisfied; (d) the Registration Statement shall have received been declared by the following documents Commission to be effective under the Securities Act on or copies thereofprior to August 15, 2004, and shall not have been withdrawn, no stop order suspending the effectiveness of the Registration Statement shall be in each case satisfactory effect, and no proceedings for the suspension of the effectiveness of the Registration Statement shall have been instituted or threatened by the Commission; (e) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Company, shall have delivered its legal opinion to the Purchaser in form and substance satisfactory to the Purchaser:; (f) the Company shall retain, and through the term of this Agreement shall continue to retain, an investor relations firm satisfactory to the Purchaser, in its sole and absolute discretion; (g) there shall not have been (i) any domestic or international event, act, or occurrence, including, without limitation, event, act, or occurrence of terrorism, that shall have materially and adversely disrupted, or, in the opinion of the Purchaser, will in the immediate future materially and adversely disrupt, the securities markets; or (ii) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market; or (iii) an outbreak or increase in the level of major hostilities or other national or international calamity; or (iv) a banking moratorium declared by any state or federal authority; or (v) a moratorium in foreign exchange trading by major international banks or persons declared; or (vi) a material interruption in the mail service or other means of communication within the United States; or (vii) a material or substantial loss suffered by the Company by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, or from any labor dispute or court or government action, order, or decree, which will, in the discretion of the Purchaser, make it inadvisable to proceed with any portion of the transactions contemplated hereby; or (viii) any material adverse change in the business, prospects, financial condition, or results of operations of the Company; or (ix) any material governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof; or (x) passed by the Congress of the United States or by any state legislature any act or measure, or adopted by any governmental body or authoritative accounting institute or board, or any governmental executive, any orders, rules, or regulations, which the Purchaser believes likely to have a material adverse effect on the business, financial condition, or financial statements of the Company or the market for the Common Stock; or (xi) such material and adverse change in the market for the Company's securities or securities in general or in political, financial, or economic conditions as in the judgment of the Purchaser makes it inadvisable to proceed with the transactions contemplated hereby; (h) The Company shall have received state securities law or "blue sky" clearance for the sale of the Shares in states specified in writing by the Purchaser, other than states in which such clearance shall have required the Company to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (i) Each director and executive officer of the Company shall have entered into an agreement, in form and substance satisfactory to the Purchaser, to the effect that without the consent of the Purchaser, which consent may be withheld for any reason, such Person will not sell publicly any shares of the Common Stock until the earlier of: (i) ten Business Days following the date Purchaser has advised them that it has publicly sold all the Shares and (ii) six months following the final Tranche Closing (the "LOCK-UP Agreements"); and (j) A Blackout Period shall not be in effect at the Closing Date.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under to consummate the transactions contemplated by this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be are subject to the satisfaction of the following additional further conditions: (a) On the Closing Date, the Trust Agreement The Company shall have been duly authorized, executed and delivered performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectClosing; (b) On At least ten (10) days have expired since the Closing Date, all necessary action filing of the Issuer relating Information Statement with the SEC, and any comments received from the SEC during such ten (10) day period have been responded to, or otherwise handled, to the execution and delivery mutual satisfaction of the Bonds will have been taken Company and will be in full force and effect; andthe Purchaser. (c) At or prior The representations and warranties of each Company contained in this Agreement shall have been true and correct when made and at and as of the time of the Closing as if made at and as of such time (except to the Closing Dateextent any such representation or warranty expressly speaks as of an earlier date, the in which case it shall be true and correct as of such date); (d) The Purchaser shall have received a certificate signed by each Company to the following documents or copies thereofforegoing effect; (e) The Shares being sold to the Purchaser hereunder for the Purchase Price shall represent 94.5% of the issued and outstanding shares of the Company’s Common Stock on a Fully-Diluted Basis; (f) The Company shall have delivered to the Purchaser written instruments, in each case forms reasonably satisfactory in form and substance to the Purchaser:, evidencing the payment of the Company Closing Obligations, subject to the provisions of this Agreement, as well as any additional liabilities or obligations incurred by the Company since the date of this Agreement, including any and all liabilities or obligations incurred by the Company in connection with the transactions contemplated by this Agreement (other than the Company Closing Obligation).

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser to fulfill its obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds Section 2.1 hereof shall be subject, at subject to the option satisfaction or waiver prior to the Closing of the Purchaser, to the accuracy in all material respects following conditions: (a) Each of the representations and warranties of the Issuer Company contained herein in this Agreement shall be true and correct in all material respects as of the date hereof of this Agreement and as of the Closing Date as if made on the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Agreement to be performed prior to the Closing; and the Purchaser shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Date, to the accuracy foregoing effect. (b) The Company shall have delivered to the Purchaser a duly executed Note, registered in all material respects the name of the statements Purchaser, sufficient to evidence the Note to be issued and sold by the Company and purchased by the Purchaser, as set forth on Exhibit A hereto, against payment therefor to the Company in an amount equal to the Purchase Price (net of the officers and other officials amount of costs as of the Issuer made in any certificate or document furnished Closing Date which are reimbursable by the Company pursuant to the provisions Section 6.5 hereof, to which shall be deemed a partial payment for the performance Note purchased by the Issuer Purchaser in that sum) and surrender of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions:Existing Notes. (ac) On the Closing Date, the Trust Agreement The Purchaser shall have been received (i) a counterpart to this Agreement, duly authorized, executed and delivered by the respective parties theretoCompany, and (ii) a counterpart of each Related Agreement (other than the Notes), substantially in the form attached hereto as an exhibit, which shall be in full force have been duly executed and effect; delivered by the Company and the Resolutions shall be in full force and effect;other party or parties thereto (other than the Purchaser). (bd) On The Purchaser shall have received, in form and substance reasonably satisfactory to it, opinions, addressed to the Purchaser and dated the Closing Date, all necessary action of King & Spalding and Vena▇▇▇, ▇▇et▇▇▇ ▇▇▇ Howa▇▇, ▇▇P special counsel to the Company, with respect to the indicated matters set forth in Exhibit G hereto. (e) No party to this Agreement (other than the Purchaser) shall be in material breach of this Agreement unless such breach shall have been waived in writing by each of the Issuer relating other parties to this Agreement. (f) The Company shall have obtained in writing all consents of third parties necessary to permit the consummation of the transactions contemplated by this Agreement and the Related Agreements, as Previously Disclosed pursuant to Section 3.1(f) hereof, and no such consent shall contain any term or condition that the Purchaser reasonably deems to be materially disadvantageous to the execution Company or the Purchaser. (g) Each of City National Bank of West Virginia and delivery Sovereign Bancorp, Inc. shall have waived any adjustments to the terms of the Bonds will have been taken and will be in full force and effect; and (c) At or prior stock options issued to them pursuant to the Closing DateStock Option Agreement, dated May 29, 1998, between the Purchaser shall have received Company and each such entity, that may be required pursuant to Section 7 of such Stock Option Agreements as a result of (i) the following documents issuance of the Notes or copies thereofthe conversion thereof to shares of Common Stock in accordance with their terms and (ii) consummation of the Exchange pursuant to the Exchange Agreement, in each case satisfactory in form and substance to the Purchaser:and

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into to consummate the transactions contemplated by this Purchase Agreement in reliance upon and the other Transaction Documents are subject to the satisfaction (or written waiver by the Purchaser), at or prior to the Closing, of the following conditions: (i) (A) the representations and warranties of the Issuer contained herein and the representations and warranties to be Sellers contained in this Agreement (other than the documents Seller Fundamental Representations and instruments Warranties) shall be true and correct in all respects (without giving effect to be delivered on the Closing Date and upon the performance by the Issuer any qualification as to “materiality,” “in all material respects,” “Material Adverse Effect”, or words of its obligations both like meaning set forth therein) on and as of the date hereof of this Agreement and on and as of the Closing Date. AccordinglyDate with the same effect as though made at and as of such date (other than such representations and warranties that expressly speak only as of a specific date or time, which will be true and correct (without giving effect to any qualification as to “materiality,” “in all material respects,” “Material Adverse Effect” or words of like meaning set forth therein) as of such specified date or time, as though made on and as of such date or time in all respects), except where the obligations failure of any such representations and warranties to be so true and correct, would not, individually or in the Purchaser under this Purchase Agreement to purchaseaggregate, to accept delivery have a Material Adverse Effect, (B) the Seller Fundamental Representations and Warranties (other than Section 5.25(b) (Absence of and to pay for the Bonds Certain Changes)) shall be subject, at the option of the Purchaser, to the accuracy true and correct in all material respects (without giving effect to any qualification as to “materiality,” “in all material respects,” “Material Adverse Effect” or words of like meaning set forth therein) on and as of the date of this Agreement and on and as of the Closing Date with the same effect as though made at and as of such date (other than such representations and warranties that expressly speak only as of a specific date or time, which will be true and correct (without giving effect to any qualification as to “materiality,” “in all material respects,” “Material Adverse Effect” or words of like meaning set forth therein) in all material respects as of such specified date or time, as though made on and as of such date or time), and (C) the representations and warranties of the Issuer Sellers contained herein in Section 5.25(b) (Absence of Certain Changes) shall be true and correct in all respects on and as of the date hereof of this Agreement and as of the Closing DateDate with the same effect as thought made at and as of such date; (ii) the covenants, conditions and agreements contained in this Agreement required to be complied with or performed by the accuracy Sellers on or before the Closing Date shall have been complied with and performed in all material respects respects; (iii) the Company shall have delivered to the Purchaser a certificate from its Chief Executive Officer or Chief Financial Officer (or if no such officer exists, then another legal officer or authorized signatory of the statements Company) dated as of the officers Closing Date certifying that the conditions specified in Sections ‎4.2(b)(i) and 4.2(b)(ii) have been satisfied; (iv) all Liens (other officials of the Issuer made in any certificate or document furnished pursuant than Permitted Liens) relating to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement Purchased Assets shall have been duly authorized, executed and delivered by the respective parties theretoreleased in full, and the Company shall be in full force and effect; and have delivered to Purchaser written evidence of the Resolutions shall be in full force and effectrelease of such Liens; (bv) On the Closing Date, all necessary action of the Issuer relating Company shall have delivered to the execution and delivery Purchaser the documents listed in ‎Section 4.3(b), each of the Bonds will have been taken and will which shall be in full force and effect; and (cvi) At or prior the Company shall have delivered to the Closing DatePurchaser (or Purchaser Entities, if so directed by the Purchaser shall have received Purchaser) the following documents or copies thereofPurchased Assets set forth in Section 2.1(a), in each case satisfactory in form including delivering the Files and substance Records (excluding, for the avoidance of doubt, all data to be delivered pursuant to the Purchaser:data migration set forth on Schedule B of the Transition Services Agreement).

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser to consummate the Contribution and to effect the transactions contemplated hereby are subject to the satisfaction on or prior to the Closing Date of the following conditions, unless waived by the Purchaser: (a) The Purchaser hereby enters into this Purchase Agreement shall have received the written certification of the Secretary of State of the State of Texas, and the Secretary of State of the State of Delaware, confirming the effectiveness of the Conversion in reliance upon accordance with the provisions of SECTION 5.15(A) hereof. (b) The representations and warranties of the Issuer contained herein Company and the Members set forth in this Agreement shall be true and correct in all material respects (except that those representations and warranties to that are limited by materiality shall be contained true and correct in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and all respects) as of the date hereof of this Agreement and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, Date as if made at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing DateDate (except where such representations and warranties are made expressly as of a specific date), and the Purchaser shall have received a certificate signed by an authorized officer of the Company, and a certificate signed by the Members, to such effect. (c) The Company and the accuracy Members shall have performed in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its all obligations required to be performed hereunder and by them under the Trust this Agreement at or prior to the Closing DateEffective Time, and also the Purchaser shall be subject have received a certificate signed by an authorized officer of the Company, and a certificate signed by the Members, to the following additional conditions:such effect. (ad) On Since the Closing Datedate of this Agreement, the Trust Agreement there shall have been duly authorizedno changes in the condition (financial or otherwise), executed business, prospects, employees, operations, obligations or liabilities of the Company which, in the aggregate, have had or may be reasonably expected to have a Material Adverse Effect on the Company, and delivered the Purchaser shall have received a certificate signed by an authorized officer of Seller, and a certificate signed by the respective parties theretoMembers, and shall be in full force and to such effect; and the Resolutions shall be in full force and effect;. (be) On the Closing Date, all necessary action The Purchaser shall have received an executed certificate of the Issuer relating secretary of the Company as to (i) the approval of the execution and delivery of this Agreement, the Bonds other Transaction Documents and the consummation of the Conversion, the Contribution and the other transactions contemplated hereby and thereby, (ii) the limited liability company status of the Company, and (iii) the incumbency and true signatures of the managers and officers of the Company who executed this Agreement or will execute any other Transaction Document contemplated hereby on behalf of the Company. (f) Each of the Members shall have executed and delivered a counterpart signature page to the Revised Operating Agreement, in the form attached hereto as EXHIBIT A. (g) All registrations, filings, applications, notices, transfers, consents, approvals, orders, qualifications and waivers listed on SCHEDULE 3.05 shall have been taken made or obtained by the Company and the Members, in form and substance reasonably satisfactory to the Purchaser and its counsel, and delivered to the Purchaser. (h) The Company and the Members shall have delivered to Purchaser payoff letters, in form and substance satisfactory to the Purchaser in its discretion, with respect to indebtedness of the Company set forth on SCHEDULE 3.10 and designated by the Purchaser (the "PAYOFF LETTERS"), each of which evidences, at a minimum, (i) the total amount required to repay such indebtedness on the Closing Date, plus a per diem amount thereon, (ii) wiring or other instructions for the payment of such indebtedness to the lender thereof, and (iii) that upon repayment of the payoff amount set forth therein in full, the lender thereof (A) releases any and all Liens it holds on any real, personal or other property of the Company securing such indebtedness, and (B) will promptly will take such action as is necessary, including the filing of UCC termination statements, to cause all such Liens to be released. (i) Each of the Members shall have executed and delivered a counterpart signature page to the Exchange Agreement, in full force substantially the form attached hereto as EXHIBIT B. (j) The Purchaser shall have received copies of Confidentiality, Non-Solicitation and effectInventions Assignment Agreements, duly executed by the Company and by each employee of the Company, in the form set forth as EXHIBIT C hereto. (k) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Company, shall have delivered to the Purchaser its signed opinion in form and substance reasonably satisfactory to the Purchaser. (l) The Purchaser shall have received evidence, in form and substance reasonably acceptable to the Purchaser and its counsel, of the termination of: (i) each employment agreement set forth on SCHEDULE 3.22(B), each severance arrangement set forth on SCHEDULE 3.22(C), and each change of control agreement set forth on SCHEDULE 3.22(D), each of which shall include an express waiver of any and all payments or benefits to which such Person would otherwise be entitled pursuant to the terms of such agreement or arrangement as a result of any of the transactions contemplated by this Agreement and the other Transaction Documents; and (cii) At that certain Consulting Agreement, dated as of May 24, 2001, between the Company and the Majority Member, which termination shall extinguish any and all liabilities or prior obligations of the Company that would otherwise survive the termination of such agreement, and include a mutual release of claims under such agreement by the Majority Member and the Company. (m) Each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall have executed and delivered to the Closing DatePurchaser an employment agreement, the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance mutually agreeable to such Person and the Purchaser:Purchaser (the "EMPLOYMENT AGREEMENTS").

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into hereunder to purchase the Purchaser Notes and the Warrant at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are the for the Purchaser's sole benefit and may be waived by the Purchaser at any time in its sole discretion. 11.2.1 The Company shall have executed and delivered this Purchase Agreement in reliance upon Agreement, the Warrant, the Purchaser Notes, the Registration Rights Agreement, the Security Agreement, the Guaranty and the other documents, instruments and agreements identified on the Checklist, and delivered the same to the Buyers. 11.2.2 The Company shall have paid the Fees. 11.2.3 The representations and warranties of the Issuer contained herein Company shall be true and the representations and warranties to be contained correct in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and all material respects as of the date hereof when made and as of the Closing Date. AccordinglyDate as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of satisfied and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy complied in all material respects of with the representations covenants, agreements and warranties of the Issuer contained herein as of the date hereof and as of the Closing Dateconditions required by this Agreement to be performed, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate satisfied or document furnished pursuant to the provisions hereof, to the performance complied with by the Issuer of its obligations to be performed hereunder and under the Trust Agreement Company at or prior to the Closing Date. 11.2.4 The Purchaser shall have received the opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP, and also shall be subject counsel to the following additional conditions:Comp▇▇▇, ▇a▇▇▇ ▇▇ ▇f the C▇▇▇▇▇▇ ▇▇▇e, ▇▇▇▇▇▇▇tially in the form set forth in Exhibit F attached hereto (the "OPINION"). 11.2.5 The Company shall have delivered to the Purchaser (a) On financial statements of the Company and its direct and indirect subsidiaries as of June 30, 2003, prepared on a consolidated and consolidating basis, (b) an officer's certificate of the Company's Chief Executive Officer or Chief Financial Officer, dated as of the Closing Date, stating that such financial statements have been prepared in accordance with GAAP (subject to normal year end adjustments) and stating whether or not such officer has knowledge of the occurrence of any Event of Default hereunder and, if so, stating in reasonable detail the facts with respect thereto, (c) evidence that all senior debt obligations of the Company and its direct and indirect subsidiaries shall have been satisfied in full for an amount not to exceed $8,000,000 and all related liens and security interests shall have been terminated, in each case in a manner acceptable to the Purchaser, and (d) evidence that all subordinated debt obligations of the Company and its direct and indirect subsidiaries shall have been satisfied in full for an amount not to exceed $6,000,000, other than in respect of any short-term non-convertible debt raised by the Company since June 30, 2003 not to exceed $1,000,000 in the aggregate. 11.2.6 As of the Closing Date, the Trust Agreement Company shall have been duly authorizedreserved out of its authorized and unissued Common Stock, executed solely for the purpose of effecting the conversion and delivered by exercise of the respective parties thereto, and shall be in full force and effect; Purchaser Notes and the Resolutions shall be in full force and effect; (b) On Warrant, respectively, an additional number of shares of Common Stock sufficient to provide for the Closing Date, all necessary action issuance of the Issuer relating to Note Shares and the execution and delivery Warrant Shares in accordance with the terms of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Datethis Agreement, the Purchaser Notes and the Warrant. 11.2.7 The transactions contemplated hereby shall have received the following documents not violate any law, regulation or copies thereof, order then in each case satisfactory in form effect and substance applicable to the Purchaser:Purchaser or the Company.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall purchase any Notes will be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties on the part of the Issuer contained herein Company in Section 1 of this Agreement as of the date hereof of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(d) (except that references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the statements Terms Agreement), (ii) the opinion of counsel for the officers and other officials Company, dated as of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of Crav▇▇▇, ▇▇aine & Moor▇, ▇▇unsel for the Agents, dated as of the Closing Date, to the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties theretoeffect set forth in Section 5(c), and shall be in full force and effect; and the Resolutions shall be in full force and effect; (biv) On letter of Erns▇ & ▇oung LLP, dated as of the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be effect set forth in full force and effectSection 5(e); and (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request, including any further items specified in Exhibit B. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and an applicable Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancelation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations obligation of the Purchaser under this Purchase Agreement to purchase, consummate the sale of the Preferred Stock to accept delivery of and to pay for the Bonds shall be subject, Purchaser at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be is subject to the satisfaction or waiver of the following additional further conditions: (a) On The representations and warranties of the Company (i) set forth in Sections 3.2(a), 3.4 and 3.6 shall be true and correct on the date of this Agreement and as of the Closing DateDate with the same force and effect as though made on and as of the Closing Date and (ii) set forth in Article III, the Trust Agreement shall have been duly authorizedother than in Sections 3.2(a), executed 3.4 and delivered by the respective parties thereto3.6, and shall be in full true and correct on the date of this Agreement and as of the Closing Date with the same force and effecteffect as though made on and as of the Closing Date (without giving effect to qualifications as to materiality or Material Adverse Effect contained therein), except where the failure to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect; provided, however, that such representations and warranties made as of a specific date need only be true and correct (subject to the Resolutions shall be in full force and effect;qualifications set forth above) as of such date only. (b) On As of the date hereof, the Company is able to deliver the certificate contemplated by Section 7.2(d) of the Master Agreement assuming for the purposes of this Section 6.3(b) that the closing of the sale of the Designated Interest (as defined in the Master Agreement) occurred on the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and. (c) At The Articles Supplementary shall have been filed by the Company with, and accepted for record by, the State Department of Assessments and Taxation of Maryland, and satisfactory evidence of such filing and acceptance for record shall have been delivered to the Purchaser. (d) The Company shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it hereunder at or prior to the Closing Date, Closing. (e) There shall not have been any Material Adverse Effect since the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:date hereof.

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to consummate the sale of the Participating Preferred Stock to the Purchaser at the Closing is subject to the satisfaction or waiver of the following further conditions: (a) The representations and warranties of the Issuer contained herein Company (i) set forth in Sections 3.2(a), 3.3, 3.4(a), 3.4(b), 3.10, , 3.17 and 3.18 shall be true and correct on the representations date of this Agreement and warranties to be contained in the documents and instruments to be delivered on as of the Closing Date with the same force and upon the performance by the Issuer of its obligations both effect as though made on and as of the Closing Date and (ii) set forth in Article 3, other than in Sections 3.2(a), 3.3, 3.4(a), 3.4(b), 3.10, 3.16, 3.17 and 3.18 shall be true and correct on the date hereof of this Agreement and as of the Closing Date. Accordingly, Date with the obligations same force and effect as though made on and as of the Purchaser under this Purchase Agreement Closing Date (without giving effect to purchasequalifications as to materiality or Material Adverse Effect contained therein), except (in the case of clause (ii)) where the failure to accept delivery be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect; provided, however, that in the case of clauses (i) and to pay for the Bonds shall (ii) such representations and warranties made as of a specific date need only be subject, at the option of the Purchaser, true and correct (subject to the accuracy qualifications set forth above) as of such date only. (b) The Company shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it hereunder at or prior to the Closing. (c) The Certificate of Designation shall have been duly filed by the Company with the Secretary of State of the representations State of Delaware, and warranties the Purchaser shall have received confirmation from the Secretary of State of the Issuer contained herein as State of Delaware reasonably satisfactory to it that such filing has occurred and is effective. (d) The Company shall have delivered to the Purchaser a certificate, executed by the Chief Executive Officer of the date hereof and Company, dated as of the Closing Date, to the accuracy effect that the conditions specified in all material respects Sections 6.3(a) and 6.3(b) have been satisfied. (e) Except as set forth in the Recently Filed SEC Reports, there shall not have been any Material Adverse Effect since the date hereof, including, for the avoidance of doubt, an Insolvency Event in respect of the statements Company or any Significant Subsidiary of the officers and Company. (f) Any amendment or modification to the ML Letter Agreement (other officials than any extension of the Issuer made waiver expiration date) shall not be adverse to the Purchaser in any certificate or document furnished pursuant to material respect. (g) Since the provisions date hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement no new material information shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance come to the Purchaser:’s attention that is inconsistent in any material respect with information publicly disclosed by the Company prior to September 29, 2008 or otherwise disclosed by the Company to the Purchaser (or any of its Affiliates) prior to such date, in any such case where such new information represents or indicates a material and adverse change from the state of affairs so disclosed (with materiality determined by reference to the Company and its Subsidiaries, taken as a whole). (h) The Company shall not be in default (as such term is defined in each respective instrument and which shall not include a party’s waiver of an alleged default) under any material debt instrument required to be filed as an Exhibit to the Company’s 10-K or the CSRA and Working Capital Facility (as defined in the ML Letter Agreement).

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Issuer contained Company herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof of any related Terms Agreement and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay Date for the Bonds shall be subject, at the option of the Purchasersuch Notes, to the accuracy in performance and observance by the Company of all material respects covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of the representations Registration Statement or any part thereof shall have been issued and warranties no proceedings for that purpose shall have been instituted or, to the knowledge of the Issuer contained herein as Company, threatened by the Commission. (b) If specified by any related Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the date hereof and Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(d) (except that references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the statements Terms Agreement), (ii) the opinion of Cozen O'Connor, counsel for the officers and other officials Co▇▇▇▇▇, ▇ated as of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of Chapman and Cutler LLP, coun▇▇▇ ▇▇▇ the ▇▇▇▇▇▇ser, dated as of the Closing Date, to the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties theretoeffect set forth in Section 5(c), and shall be in full force and effect; and (iv) a letter of Deloitte & Touche LLP, independent accountants for the Resolutions shall be in full force and effect; (b) On Company, dated as of the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be effect set forth in full force and effect; andSection 5(e). (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. (d) There shall not have occurred: (i) any change in the capital stock or copies thereoflong-term debt of the Company or its Subsidiary or any change, or any development involving a prospective change, in each or affecting the general affairs, management, stockholders' equity, business, properties, condition (financial or other), results of operations or prospects of the Company and its Subsidiary, which in the judgment of the Agents, materially impairs the investment quality of the Notes; (ii) any decrease in the rating of any of the Company's debt securities or preferred securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change; (iii) a suspension in trading in any of the Company's securities by the Commission or a suspension in trading securities generally on the New York Stock Exchange or the establishment of limited trading or minimum prices on such Exchange; (iv) a declaration of a banking moratorium by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of a national emergency or war by the United States, an act of terrorism committed against the United States or any of its nationals or properties; or (vi) the occurrence of such a calamity or crisis or such a material adverse change in general domestic or international economic, political or financial conditions, including without limitation as a result of terrorist activities (and including a material adverse effect of international conditions on the financial markets in the United States), that in the judgment of the Agents, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Notes or the purchase of Notes from the Company as principals pursuant to a Purchase Agreement, as the case may be. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or if any of the opinions and certificates mentioned above or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Term Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Issuer contained Company herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof of any related Terms Agreement and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay Date for the Bonds shall be subject, at the option of the Purchasersuch Notes, to the accuracy in performance and observance by the Company of all material respects covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of the representations Registration Statement shall have been issued and warranties no proceedings for that purpose shall have been instituted or threatened. (b) If specified by any related Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Issuer contained herein as of the date hereof and Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(d) (except that references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the statements Terms Agreement), (ii) the opinion of the officers and other officials General Counsel, an Associate General Counsel or an Assistant General Counsel for the Company, dated as of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of Cravath, Swaine & Moor▇, ▇▇unsel for the Purchaser, dated as of the Closing Date, to the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties theretoeffect set forth in Section 5(c), and shall be in full force and effect; and (iv) the Resolutions shall be in full force and effect; (b) On letter of Ernst & Young, independent accountants for the Company, dated as of the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be effect set forth in full force and effect; andSection 5(e). (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancelation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase Tranche Shares at each Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Closing Date: (a) the representations and warranties of the Issuer contained herein Company set forth in Section 4 of this Agreement shall be true and correct with the representations same force and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both effect as though expressly made on and as of the date hereof and such Closing Date, except for representations or warranties expressly stated to be made as of the Closing Date. Accordinglya particular date, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the which representations and warranties shall be true and correct as of such date; (b) the Company shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; (c) the Company shall have delivered to the Purchaser (i) a certificate executed by the Chairman of the Issuer contained herein Board or President and the chief financial or accounting officer of the Company, dated as of the date hereof and as of the such Closing Date, to the accuracy effect that the conditions in all material respects clauses (a), (b), (f), (h) and (i) have been satisfied, (ii) a certified copy of the statements resolutions of the officers Company’s Board of Directors (the “Board”) authorizing the execution and other officials performance of this Agreement, (iii) a certified copy of the Issuer made in any Company’s operating agreement, (iv) a certified copy of the Company’s certificate or document furnished pursuant of formation. (d) the Company, hereby warrants and represents to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditionsPurchaser that: (ai) On the Closing DateCompany and each of the Subsidiaries (as defined below) are duly incorporated, the Trust Agreement shall have been duly authorized, executed validly existing and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectgood standing; (bii) On the Closing Date, all necessary action Company and each of the Issuer relating Subsidiaries are qualified to do business in each jurisdiction in which such qualification is necessary; (iii) the execution Company and delivery each of the Bonds will have been taken Subsidiaries has all requisite corporate power and will be in full force authority to own or lease its assets and effect; andother properties and to conduct its business as is currently conducted; (civ) At or prior the Company has all requisite corporate power and authority to execute and deliver the Closing DateAgreement, to sell and issue the Purchaser shall have received applicable Tranche Shares and to otherwise carry out and perform its obligations under the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:Agreement;

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon 9.1. Notwithstanding anything herein contained, the representations and warranties obligation of the Issuer contained Purchaser to complete the transactions provided for herein will be subject to the fulfilment of all of the following conditions at or prior to Completion: (A) all due diligence of the Company Group reasonably required by the Purchaser has been completed and the representations results of such due diligence are satisfactory to the Purchaser; (B) the Sellers Warranties and warranties to the Company Warranties shall be contained in the documents true and instruments to be delivered accurate on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and at Completion with the same force and effect as though such Sellers Warranties and the Company Warranties had been made as of the Closing Date. Accordingly, the obligations Completion (regardless of the Purchaser under this Purchase Agreement date as of which such information is given), and the Sellers and the Company shall have complied with all covenants and agreements herein agreed to purchasebe performed or caused to be performed by the Sellers at or prior to Completion; (C) no order, to accept delivery decision or ruling of any court, tribunal or regulatory authority having jurisdiction shall have been made, and to pay for the Bonds no action or proceedings shall be subjectpending or threatened which, at in the option opinion of the Purchaser, is likely to result in an order, decision or ruling (i) to disallow, enjoin, prohibit or impose any limitations or conditions on the accuracy in all material respects sale and purchase of the representations and warranties AlloyX Shares contemplated hereby or the right of the Issuer contained herein as Purchaser to own the AlloyX Shares; or (ii) to impose any limitations or conditions which may have a Material Adverse Effect on the business of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effectCompany; and (ciii) At all consents required to be obtained in order to carry out the transactions contemplated hereby in compliance with all laws and agreements binding upon the Parties shall have been obtained. 9.2. Each of the conditions precedent set forth in Clause 9.1 is for the sole benefit of Purchaser and may be waived at any time by Purchaser in writing. The waiver of any particular condition precedent shall not constitute the waiver of any other. 9.3. If any of the conditions set forth in Clause 9.1 are not complied with or prior to waived by the Closing DatePurchaser, the Purchaser may in its absolute discretion: (A) defer the Completion (and so that the provisions of Clause 4 shall have received the following documents or copies thereof, in each case satisfactory in form and substance apply to the Purchaser:Completion as so deferred);

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser to fulfill its obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds Section 2.1 hereof shall be subject, at subject to the option satisfaction or waiver prior to the Closing of the Purchaser, to the accuracy in all material respects following conditions: (a) Each of the representations and warranties of the Issuer Company contained herein in this Agreement shall be true and correct in all material respects as of the date hereof of this Agreement and as of the Closing Date as if made on the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Agreement to be performed prior to the Closing; and the Purchaser shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Date, to the accuracy foregoing effect. (b) The Company shall have delivered to the Purchaser a duly executed Note, registered in all material respects the name of the statements of Purchaser, sufficient to evidence the officers Note to be issued and other officials of sold by the Issuer made in any certificate or document furnished pursuant Company and purchased by the Purchaser, as set forth on Exhibit A hereto, against payment therefor to the provisions hereof, Company in an amount equal to the performance by principal amount thereof. (c) The Purchaser shall have received, in form and substance reasonably satisfactory to it, (i) opinions, addressed to the Issuer of its obligations to be performed hereunder Purchaser and under the Trust Agreement at or prior to dated the Closing Date, of King & Spalding and also Vena▇▇▇, ▇▇et▇▇▇ ▇▇▇ Howa▇▇, ▇▇P special counsel to the Company, with respect to the indicated matters set forth in Exhibit F hereto and (ii) the opinions delivered pursuant to Sections 8.11 and 9.05 of the Stock Purchase Agreement, addressed to the Purchaser or otherwise indicated therein or in an accompanying document that they may be relied upon by the Purchasers as if addressed directly to them. (d) No party to this Agreement (other than the Purchaser) shall be subject to the following additional conditions: (a) On the Closing Date, the Trust in material breach of this Agreement unless such breach shall have been duly authorizedwaived in writing by each of the other parties to this Agreement. (e) The Company shall have obtained in writing all consents of third parties necessary to permit the consummation of the transactions contemplated by this Agreement and the Related Agreements, executed and delivered by the respective parties theretoas Previously Disclosed pursuant to Section 3.1(f) hereof, and no such consent shall contain any term or condition that the Purchaser reasonably deems to be in full force and effect; and materially disadvantageous to the Resolutions shall be in full force and effect;Company or the Purchaser. (bf) On Each of City National Bank of West Virginia and Sovereign Bancorp, Inc. shall have waived any adjustments to the Closing Date, all necessary action terms of the Issuer relating stock options issued to them pursuant to the execution Stock Option Agreement, dated May 29, 1998, between the Company and delivery each such entity, that may be required pursuant to Section 7 of such Stock Option Agreements as a result of the Bonds will have been taken and will be in full force and effect; and (c) At issuance of the Notes or prior the conversion thereof to the Closing Date, the Purchaser shall have received the following documents or copies thereofshares of Common Stock, in each case satisfactory in form and substance reasonably satisfactory to the Purchaser:.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon to effect the Closing shall be further subject to the satisfaction (or waiver by the Purchaser, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) the representations and warranties of the Issuer contained herein Company (i) set forth in Article III of this Agreement, other than in Sections 3.01 and the representations 3.03(a), shall be true and warranties correct (disregarding all qualifications or limitations as to be contained in the documents “materiality”, “Material Adverse Effect” and instruments to be delivered on the Closing Date and upon the performance by the Issuer words of its obligations both on and similar import set forth therein) as of the date hereof and as of the Closing Date. Accordingly, Date with the obligations same effect as though made as of the Purchaser under this Purchase Agreement Closing Date (except to purchasethe extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure to accept delivery of be true and correct would not, individually or in the aggregate, reasonably be expected to pay for the Bonds have a Material Adverse Effect and (ii) set forth in Sections 3.01 and 3.03(a) shall be subject, at the option of the Purchaser, to the accuracy true and correct in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date with the same effect as though made as of the Closing Date, to ; (b) the accuracy Company shall have complied with or performed in all material respects of the statements of the officers and other officials of the Issuer made in any certificate its obligations required to be complied with or document furnished performed by it pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust this Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectClosing; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received a certificate, signed on behalf of the following documents or copies Company by an executive officer thereof, certifying that the conditions set forth in each case satisfactory in form Section 6.03(a) and substance Section 6.03(b) have been satisfied; and (d) the Board shall have taken all actions necessary and appropriate to cause to be appointed or elected to the Purchaser:Board, effective upon the Closing, the Initial Purchaser Director Designee.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for purchase the Bonds Purchased Shares shall be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties on the part of the Issuer Company contained herein as of the date hereof Execution Time and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer Company made in any certificate or document furnished certificates pursuant to the provisions hereof, to the performance by the Issuer Company in all material respects of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On The supplement to the Prospectus required pursuant to the applicable paragraph of Rule 424(b) shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have furnished to the Purchaser the opinion of Kath▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇nior Counsel of Nabo▇▇ ▇▇▇porate Services, Inc., dated the Closing Date, to the Trust Agreement effect that: (i) each of the Company and Nabo▇▇ ▇▇▇ernational, Inc., Nabo▇▇ Drilling USA, Inc., Nabo▇▇ ▇▇▇shore Drilling, Inc. and Nabo▇▇ ▇▇▇lling International Limited, a Delaware corporation (collectively, the "Material Subsidiaries"), has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases properties or conducts business, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (ii) all the outstanding shares of capital stock of the Company and each Material Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable and all outstanding shares of capital stock of each of the Material Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, any other security interests, claims, liens or encumbrances; (iii) to the knowledge of such counsel, there is no pending or threatened material action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectus, or to be filed as an exhibit, which is not described or filed as required; (iv) such counsel has no reason to believe that at the Effective Date the Registration Statement (other than the financial statements and the other financial and statistical information contained or incorporated by reference therein, as to which information such counsel need express no comment) included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (other than the financial statements and the other financial and statistical information contained or incorporated by reference therein, as to which information such counsel need express no comment), as of its date and as of the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (v) no consent, approval, authorization or order of any court or governmental agency or body is required of the consummation of the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Purchased Shares by the Purchaser (as to which such counsel need express no opinion) and such other approvals as have been obtained; (vi) neither the issue and sale of the Shares, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof, including, without limitation, the call of the Debentures for redemption, the redemption of the Debentures, and the issue and sale of the Purchased Shares by the Company as contemplated by this Agreement, will conflict with, result in a breach or violation of, or constitute a default under the terms of (A) any indenture or other agreement or instrument known to such counsel and to which the Company or any of its Significant Subsidiaries is a party or bound, or any judgment, order or decree known to such counsel to be applicable to the Company or any of its Significant Subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any of its Significant Subsidiaries, except such as would not, either singly or in the aggregate, have a material adverse effect upon the Company and its subsidiaries, taken as a whole, or prevent the Company from performing its obligations under this Agreement, or (B) the respective charters or bylaws of the Material Subsidiaries; and (vii) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. In giving such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and the Material Subsidiaries and of public officials. Such opinion may be relied upon only by the Purchaser in connection with the transactions contemplated by this Agreement, and may not be used or relied upon by the Purchaser for any other purpose, or by any other person, firm, corporation or entity for any purpose whatsoever, without the prior written consent of such counsel. Such opinion may be limited to the laws of the State of Texas and the General Corporation Law of the State of Delaware. References in this Section 5(b) to the Prospectus include any supplements thereto at the Closing Date. (c) The Company shall have furnished to the Purchaser the opinion of Winston & Stra▇▇, ▇▇ecial counsel for the Company, dated the Closing Date, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own its properties and conduct its business as described in the Prospectus; (ii) the Debentures are convertible into Common Stock of the Company in accordance with the terms of the Indenture; and the shares of such Common Stock initially issuable upon conversion of the Debentures have been duly authorized and reserved for issuance upon such conversion, and, when so issued and delivered against payment therefor in accordance with the Indenture, will be validly issued, fully paid and non-assessable; all of the outstanding Shares have been duly authorized and, upon payment and delivery therefor in accordance with this Agreement, will be validly issued, fully paid, non-assessable and not subject to any preemptive or similar right; the description of the Common Stock contained in the Prospectus under the heading "Description of Capital Stock and Depositary Shares" conforms to the terms thereof contained in the Company's certificate of incorporation; and the stockholders of the Company have no preemptive rights with respect to the Common Stock or the Debentures under the Company's certificate of incorporation or bylaws or applicable state law; (iii) the statements in the Prospectus under the captions "Description of Capital Stock and Depositary Shares" and "Standby Arrangements", insofar as such statements constitute summaries of the documents and legal matters referred to therein, fairly present the information called for with respect to such documents and matters; (iv) the redemption of all of the outstanding Debentures on the Redemption Date has been duly authorized and all action required by the terms of the Debentures or the Indenture to call the Debentures for redemption on the Redemption Date has been duly taken in accordance with the terms of the Indenture; (v) any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been filed in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened and the Registration Statement, as of its Effective Date, and the Prospectus as of its date (other than the financial statements, financial schedules and other financial and statistical information contained therein or excluded therefrom, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the respective rules thereunder; (vi) this Agreement has been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effectCompany; and (c) At or prior to the Closing Date, the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase Tranche Shares at a Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Tranche Closing Date: (a) the representations and warranties of the Issuer contained herein Company set forth in Section 2.01 of this Agreement shall be true and correct with the same force and effect as though expressly made on every date during the term of this Agreement, including each Tranche Closing Date, except for representations or warranties made as of a particular date which representations and warranties shall be true and correct as of such date; (b) the Company shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be contained in performed or satisfied hereunder at or prior to such Tranche Closing Date; (c) the documents and instruments Company shall have delivered to be delivered on the Closing Date and upon the performance Purchaser a certificate executed by the Issuer of its obligations both on and as Chairman of the date hereof Board or President and as the chief financial or accounting officer of the Closing Date. AccordinglyCompany, dated the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the applicable Tranche Closing Date, to the accuracy effect that the conditions in all material respects Section 4.01(a), (b), (h), (i), and (j) have been satisfied; (d) the Registration Statement shall have been declared by the Securities and Exchange Commission (the "Commission") to be effective under the Securities Act and shall not have been withdrawn, no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for the suspension of the effectiveness of the Registration Statement shall have been instituted or threatened by the Commission; (e) [INTENTIONALLY OMITTED] (f) the Company shall retain, and through the term of this Agreement shall continue to retain, an investor relations firm satisfactory to the Purchaser, in its sole and absolute discretion. (g) there shall not have been (i) any domestic or international event, act, or occurrence, including, without limitation, event, act, or occurrence of terrorism, that shall have materially and adversely disrupted, or, in the opinion of the Purchaser, will in the immediate future materially and adversely disrupt, the securities markets; or (ii) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market; or (iii) an outbreak or increase in the level of major hostilities or other national or international calamity; or (iv) a banking moratorium declared by any state or federal authority; or (v) a moratorium in foreign exchange trading by major international banks or persons declared; or (vi) a material interruption in the mail service or other means of communication within the United States; or (vii) a material or substantial loss suffered by the Company by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, or from any labor dispute or court or government action, order, or decree, which will, in the discretion of the Purchaser, make it inadvisable to proceed with any portion of the transactions contemplated hereby; or (viii) any material adverse change in the business, prospects, financial condition, or results of operations of the Company; or (ix) any material governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof; or (x) passed by the Congress of the United States or by any state legislature any act or measure, or adopted by any governmental body or authoritative accounting institute or board, or any governmental executive, any orders, rules, or regulations, which the Purchaser believes likely to have a material adverse effect on the business, financial condition, or financial statements of the officers and other officials Company or any of the Issuer made Subsidiary or the market for the Common Stock; or (xi) such material and adverse change in any certificate the market for the Company's securities or document furnished pursuant securities in general or in political, financial, or economic conditions as in the judgment of the Purchaser makes it inadvisable to proceed with the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions:transactions contemplated hereby. (ah) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser The Company shall have received state securities law or "blue sky" clearance for the following documents or copies thereof, sale of the Shares in each case satisfactory states specified in form and substance to writing by the Purchaser:, other than states in which such clearance shall have required the Company to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (i) A Blackout Period shall not be in effect at either the date of the Tranche Election Notice or the Tranche Closing Date.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into to consummate the transactions contemplated by this Purchase Agreement are subject to the fulfillment or satisfaction (or waiver by the Purchaser), prior to or at the Closing, of each of the following additional conditions precedent: (a) the representations and warranties contained in reliance upon Article 4 and Article 5 which are not subject to a materiality qualification shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date (except for such representations and warranties expressly stated to relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects on such earlier date) and the representations and warranties of the Issuer contained herein Seller which are subject to a materiality qualification, shall be true and the representations and warranties to be contained correct in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both all respects on and as of the date hereof Closing Date (except for representations and as of warranties expressly stated to relate to a specific date, in which case such representations and warranties shall be true and correct on such earlier date); (b) the Seller shall have performed or complied with, in all material respects, the covenants and agreements contained in this Agreement that are required to be performed or complied with by the Seller on or prior to the Closing Date. Accordingly, ; (c) the obligations Purchaser shall have received a certificate from an officer of the Purchaser under this Purchase Agreement to purchaseSeller, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and dated as of the Closing Date, to the accuracy effect that the conditions set forth in all material respects of the statements of the officers Section 9.2(a) and other officials of the Issuer made in any certificate or document furnished pursuant Section 9.2(b) have been satisfied with respect to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectSeller; (bd) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received the following documents deliveries set forth in Section 2.3(a); (e) None of the Seller, the System, any School or copies thereofthe Purchaser shall have received from any Educational Agency any written communication that any Educational Approval will be suspended, in each case satisfactory in form and substance revoked, terminated, or cancelled; and (f) None of the Seller, the System, any School or the Purchaser shall have received from any Educational Agency any written communication that any of the Post-Closing Educational Consents will not be issued or will otherwise be subject to the Purchaser:an Adverse Regulatory Condition.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations ---------------------------------------------- of the Purchaser under this Purchase to purchase Notes pursuant to any Terms Agreement to purchase, to accept delivery of and to pay for the Bonds shall will be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties on the part of the Issuer Company contained herein as of the date hereof hereof, and as of the Closing Datedate of the respective Terms Agreement and as of the Purchase Date thereunder (as if made on such respective dates), to the accuracy in all material respects of the statements of the Company's officers and other officials of the Issuer made in any each certificate or document furnished pursuant to the provisions hereof, to the performance and observance by the Issuer Company of all covenants and agreements herein contained on its obligations part to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, observed and also shall be subject to the following additional conditionsconditions precedent: (a) On No stop order suspending the Closing Dateeffectiveness of the Registration Statement, the Trust Agreement as amended from time to time, shall be in effect and no proceedings for that purpose shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect;instituted or threatened. (b) On To the Closing Date, all necessary action of extent required by the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Daterespective Terms Agreement, the Purchaser shall have received (i) the following documents opinions of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇. ▇▇▇, Vice President, General Counsel and Secretary of the Company, dated the Purchase Date, to the effect set forth in Exhibits C and D, respectively hereto, (ii) the opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Purchaser (or copies thereofother counsel acceptable to the Purchaser), dated the Purchase Date, to the effect set forth in Exhibit E hereto, (iii) a certificate of the Company, dated the Purchase Date, to the effect set forth in Section 4(d), and (iv) a letter or letters from the Company's independent public accountants to the effect set forth in Section 4(e) but dated the Purchase Date. (c) Subsequent to the date of the Terms Agreement, there shall not have been any change, or any development involving a prospective change, in each case or affecting the financial condition, business or properties of the Company and its subsidiaries, taken as a whole, the effect of which is, in the judgment of the Purchaser, so material and adverse as to make it impractical or inadvisable to proceed with the delivery or offering of the Notes to be purchased as contemplated by the Terms Agreement. (d) Prior to the Purchase Date, the Company shall have furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, this Agreement and all obligations of the Purchaser hereunder may be canceled at, or at any time prior to, the respective Purchase Date by the Purchaser:. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Issuer contained Company herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof any Applicable Time and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay Date for the Bonds shall be subject, at the option of the Purchasersuch Notes, to the accuracy in performance and observance by the Company of all material respects covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of the representations Registration Statement nor any notice objecting to its use shall have been issued and warranties no proceedings for that purpose shall have been instituted or threatened. (b) If specified by any related Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Issuer contained herein as of the date hereof and Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(d), (ii) the opinion of B▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., counsel for the statements Company, dated as of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject substantially to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of Hunton & W▇▇▇▇▇▇▇ LLP, counsel for the Purchaser, dated as of the Closing Date, substantially to the Trust Agreement shall have been duly authorizedeffect set forth in Section 5(c) and (iv) the letter of Deloitte & Touche LLP, executed and delivered by independent registered public accounting firm for the respective parties theretoCompany, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On dated as of the Closing Date, all necessary action substantially to the effect set forth in Section 5(e); provided, however, that the references to the accuracy of the Issuer relating Prospectus shall also be made as of the Applicable Time and provided further that references to the execution Registration Statement and delivery of the Bonds will have been taken Prospectus in such certificate, opinions and will letter shall be in full force to the Registration Statement as amended and effect; andsupplemented at the Closing Date and to the Prospectus as amended or supplemented at the Applicable Time and at the Closing Date. (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into to consummate the transactions contemplated by this Purchase Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in reliance upon the whole or in part in its sole discretion): (a) The representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents Article III and instruments IV that are (i) qualified as to materiality or Material Adverse Effect shall be delivered on the Closing Date true and upon the performance by the Issuer of its obligations both on correct in all respects and (ii) not so qualified shall be true and correct in all material respects, as of the date hereof of this Agreement and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, Date as though made at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date, except to the accuracy extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); (b) The Company and each Seller shall have performed and complied in all material respects of the statements of the officers with all covenants and other officials of the Issuer made agreements required in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations this Agreement to be performed hereunder or complied with by them prior to the Closing Date; (c) There shall not be issued, enacted or adopted by any Governmental Entity of competent jurisdiction any statute, regulation, enactment, Judgment or Legal Action (whether temporary, preliminary or permanent) that prohibits or renders illegal or imposes limitations on: (i) any material transaction contemplated by this Agreement, or (ii) the Purchaser’s right (or the right of any Affiliate of the Purchaser) to conduct the Company’s business on or after the Closing; (d) No Legal Action by any Governmental Entity of competent jurisdiction shall be pending (i) for the purpose or with the probable effect of enjoining or preventing the consummation of any of the transactions contemplated by this Agreement or (ii) seeking any antitrust restraint; (e) After the date of this Agreement, no event shall have occurred and under be in existence and continuing as of the Trust Agreement Closing Date that, singularly or in the aggregate, has had a Material Adverse Effect; (f) There shall have been obtained at or prior to the Closing DateDate such permits or authorizations, and also there shall have been taken all such other actions by any Governmental Entity having competent jurisdiction over the parties and the actions herein proposed to be subject taken, as may be required to lawfully consummate the transactions contemplated by this Agreement; and (g) The Sellers shall have, or caused the Company to have, delivered to the Purchaser all of the following additional conditionsdocuments, certificates and other information: (ai) On a certificate signed by the Chief Executive Officer of the Company and the Sellers’ Representative (on behalf of the Sellers), in a form and substance reasonably satisfactory to the Purchaser, dated the Closing Date, to the Trust Agreement shall effect that each of the conditions specified above in Sections 7.1(a)-(f) have been satisfied in all respects; (ii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors and shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, (B) the names and signatures of the officers of the Company authorized to sign this Agreement, the Ancillary Agreements and the other documents to be delivered hereunder and thereunder, (C) that attached thereto are copies of the certificate of incorporation, bylaws or other organizational documents of the Company, and (D) certificates of good standing with respect to the Company, dated within five (5) days of the Closing Date, from the Secretary of State of the State of California; (iii) the Closing Statement; (iv) a copy of a FIRPTA certificate in a form reasonably acceptable to the Purchaser for purposes of satisfying the Purchaser’s obligations under Treasury Regulation Section 1.1445-2(c)(3), duly authorizedand validly executed by a duly authorized officer of the Company; (v) evidence, in form and substance reasonably satisfactory to the Purchaser, that the Company has obtained each of the Required Consents; (vi) the Payoff Letters; (vii) the Non-Competition and Non-Solicitation Agreements; (viii) the Subscription Agreements; (ix) the Resignations; (x) the Landlord Consents; (xi) the Certificates, duly endorsed in blank or accompanied by transfer powers; (xii) the stock transfer book, minute book and corporate seal of the Company and its Subsidiaries; (xiii) the Subordination Agreements, duly executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectSellers’ Representative; (bxiv) On the Closing DateAsset Purchase Agreement, all necessary action duly executed and delivered by the Company and Agama Solutions Inc.; (xv) a true, correct and complete copy of resolutions adopted by the Board of Directors of the Issuer relating to Company, certified by the execution and delivery Secretary of the Bonds will have been taken and will Company, authorizing the termination of each or all of the Company Employee Plans, including the Company’s 401(k) plan, requested in writing by the Purchaser to be in full force and effect; and terminated at least five (c5) At or Business Days prior to the Closing Date, ; and (xvi) such other further documents and instruments as counsel for the Sellers and Purchaser shall have received mutually agree to be reasonably necessary to consummate the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:transactions contemplated by this Agreement.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) : On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) ; On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) and At or prior to the Closing Date, the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement to purchase the Notes to be purchased by it hereunder are further subject to the satisfaction or (to the extent permitted by Law) waiver by the Purchaser on or prior to the Closing Date of the following conditions: (a) the Company, the Notes Issuer and the Trustee shall have executed the Indenture and the Notes on the Closing Date and delivered the Indenture and the Notes to the Purchaser; (b) other than the representations and warranties listed in reliance upon Section 6.03(c) and Section 6.03(d), the representations and warranties of the Issuer contained herein Company and the Notes Issuer set forth in ARTICLE III hereof shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date), except where the failure of such representations and warranties to be contained so true and correct would not, individually or in the documents aggregate, have a Material Adverse Effect; (c) the representations and instruments warranties set forth in Section 3.01(a) and Section 3.03(a) shall be true and correct (in each case without giving effect to be delivered on the Closing Date any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and upon the performance by the Issuer of its obligations both on and warranties) in all material respects as of the date hereof of this Agreement and as of the Closing Date. AccordinglyDate as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall be so true and correct as of such earlier date); (d) the obligations representations and warranties set forth in Section 3.02(a), Section 3.02(b) and Section 3.02(c) shall be true and correct (in each case without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all respects as of the Purchaser under this Purchase Agreement Closing Date (except to purchasethe extent that any such representation or warranty speaks to an earlier date, to accept delivery of and to pay for the Bonds in which case such representation or warranty shall be subjectso true and correct as of such earlier date), at except for any de minimis inaccuracies in such representations and warranties; (e) the option of Company and the Purchaser, to the accuracy Notes Issuer shall have complied in all material respects of with the representations covenants and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date, agreements required to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance be complied with by the Company and the Notes Issuer of its obligations to be performed hereunder and under the Trust this Agreement at or prior to the Closing Date, Closing; (f) delivery of opinions from Bermuda and also shall be subject U.S. counsel to the following additional conditions: (a) On Company and the Notes Issuer, dated the Closing Date, in scope and form substantially similar to the Trust Agreement shall have been duly authorized, executed and legal opinions delivered to the initial purchasers in the concurrent offering of convertible notes by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectNotes Issuer; (bg) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At on or prior to the Closing Date, the Company and the Notes Issuer shall have duly executed and delivered to the Purchaser the Investor Rights Agreement; (h) the Company shall have received cash proceeds from the Other Financing Transactions in an amount that, net of underwriting discounts and the amount of any indebtedness to be repaid with the proceeds thereof, is not less than $1,000,000,000; (i) the NYSE shall have approved the listing of the Conversion Shares, subject to official notice of issuance; (j) the Company shall have delivered to the Purchaser a duly executed ownership limit exemption letter, substantially in the form attached as Exhibit C hereto (the “Ownership Limit Exemption Letter”); (k) there shall not have occurred a Material Adverse Effect; and (l) the Purchaser shall have received certificates of the following documents or copies Company and the Notes Issuer, validly executed for and on behalf of each of them and in its name by a duly authorized executive officer thereof, certifying that the conditions set forth in each case satisfactory in form and substance to the Purchaser:Section 6.03(b) through (e) have been satisfied.

Conditions to the Obligations of the Purchaser. The obligation of Purchaser hereby enters into to consummate the transactions contemplated in this Purchase Agreement in reliance upon are subject to the satisfaction (or waiver by Purchaser) of the following additional conditions: (i) The representations and warranties of Seller set forth in Sections 2.1, 2.2, 2.3 and 2.4 shall be true and correct in all respects at and as of the Issuer contained herein Technology Closing Date as if first made on the Technology Closing Date, and (ii) the other representations and warranties to of Seller set forth in Article II shall be contained true and correct in the documents all material respects (except for any such representations and instruments to warranties that are qualified by materiality, which shall be delivered on the Closing Date true and upon the performance by the Issuer of its obligations both correct in all respects) on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof on and as of the Technology Closing Date, to the accuracy in all material respects as though first made on and as of the statements Technology Closing Date (other than representations and warranties made as of a specified date, which need be true and correct only as of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectspecified date); (b) On Seller shall have (i) performed and complied with its agreements and covenants under Section 4.3 (Financial Statements), including, for avoidance of doubt, delivery of the Audited Financial Statements pursuant to Section 4.3(c) hereof and (ii) performed and complied in all material respects with all of its other agreements and covenants required to be performed or complied with under this Agreement as of the Technology Closing; (c) There shall not have occurred, from the date of this Agreement through the Technology Closing Date, all necessary any Business Material Adverse Effect or any event or development which, individually or in the aggregate, would have a Business Material Adverse Effect; (d) No action suit, proceeding claim, arbitration or investigation before any governmental entity or before any arbitrator shall be pending that would reasonably be expected to result in an unfavorable judgment, order, decree, stipulation or injunction that would: (i) prevent consummation of the Issuer relating transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation; (e) Seller shall have delivered to Purchaser a certificate executed by an authorized officer of the Seller to the execution and delivery effect that each of the Bonds will conditions specified in clauses (a), (b), (c) and (d) of this Section 5.2 has been satisfied as of immediately prior to the Technology Closing in all respects; (f) Seller shall have given such notices and obtained in writing and at its own expense all consents and waivers referred to on Schedule 5.2(f) hereto, and Seller shall have delivered to Purchaser copies of each such fully executed notice, consent and/or waiver; (g) Seller shall have delivered to Purchaser a ▇▇▇▇ of sale and assignment and assumption agreement in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale — Technology Assets”) dated as of the Technology Closing Date and duly executed by an authorized officer of Seller; (h) Seller shall have delivered to Purchaser (i) an assignment of intellectual property in the form attached hereto as Exhibit B (the “IP Assignment Agreement — Patents”) and (ii) an assignment of intellectual property in the form attached hereto as Exhibit C (the “IP Assignment Agreement — Trademarks”), in each case dated as of the Technology Closing Date and duly executed by an authorized officer of Seller; (i) Seller shall have delivered to Purchaser a manufacturing and supply agreement in the form attached hereto as Exhibit D (the “Manufacturing Agreement”) dated as of the Technology Closing Date and duly executed by an authorized officer of Seller; (j) Seller shall have delivered to Purchaser a license agreement in the form attached hereto as Exhibit E (the “License Agreement”) dated as of the Technology Closing Date and duly executed by an authorized officer of Seller; (k) ▇▇▇▇▇▇▇ Long & ▇▇▇▇▇▇▇▇ LLP, counsel to Seller, shall have delivered to Purchaser an opinion in the form attached hereto as Exhibit F, dated as of the Technology Closing Date; (l) All Liens other than Permitted Liens to which any of the Technology Assets are subject or by which any of the Technology Assets are bound shall have been taken removed and will be Seller shall have delivered to Purchaser evidence of the removal of such Liens that is reasonably acceptable to Purchaser; (m) Seller shall have delivered to Purchaser a secretary’s certificate in full force the form attached hereto as Exhibit G, dated as of the Technology Closing Date and effectduly executed by the Secretary or Assistant Secretary of Seller; and (cn) At or prior to the Closing Date, the Purchaser Seller shall have received obtained from the following documents or copies thereofSecretary of State of the State of Delaware, in each case satisfactory in form and substance delivered to the Purchaser:, a certificate of good standing of Seller.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon hereunder to consummate the issuance and sale of the Shares at the Closing shall be subject to the satisfaction (or written waiver by the Purchaser) of the following conditions: (a) all representations and warranties of the Issuer contained herein Parent set forth in Section 2.1(a) and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on Section 2.3 hereof are, at and as of the date hereof Closing, true and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy correct in all material respects of the (provided, that representations and warranties of made by Parent that are modified or qualified as to “materiality” (including the Issuer word “material”), “Parent Material Adverse Effect” or any similar qualifications, contained herein as of the date hereof or incorporated directly or indirectly in such representations and as of the Closing Date, to the accuracy warranties shall be true and correct in all respects); (b) Parent shall have performed in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer all of its covenants, agreements and obligations that are required to be performed hereunder and under the Trust this Agreement at or prior to the Closing DateClosing; (c) Parent shall not have agreed to, and also approved or entered into any amendment or modification of the Merger Agreement, or knowingly waived a condition to Parent’s obligation to consummate the transactions therein as set forth in Sections 6.01 or 6.02 of the Merger Agreement, in each case in a manner materially adverse to the interests of the Purchaser in its capacity as a holder of the Shares, without the prior written consent of the Purchaser (it being understood that any modification, amendment or waiver to the definition of Material Adverse Effect shall be subject deemed to be materially adverse to the following additional conditions:interests of the Purchaser in its capacity as a holder of the Shares, unless consented to in writing by the Purchaser (such consent not to be unreasonably withheld, delayed or conditioned)); provided that any amendment or modification of the Merger Agreement that results in an increase or reduction in the Merger Consideration (as defined in the Merger Agreement) shall not be considered adverse to the Purchaser; (ad) On substantially simultaneously with the Closing, the receipt by Parent and its Subsidiaries of the proceeds of the Financing (which, for the avoidance of doubt, may include any alternative debt or equity financing) other than the proceeds from the sale of Shares pursuant to this Agreement, including any proceeds of sales of Parent common stock to stockholders of Parent who exercise preemptive rights, in an amount that, together with the receipt of the proceeds of the sale of Shares pursuant to this Agreement and cash of Parent and its Subsidiaries and EMC that is held by such Persons in one or more bank accounts registered in their respective names and is available without restriction at the Closing Dateto fund the Transaction Costs, is sufficient to fund in full the Transaction Costs (and, for the avoidance of doubt, the Trust Agreement Debt Financing may be funded following the completion of the funding of issuances of common stock, preferred stock or warrants, including the funding contemplated by this Agreement); (e) Prior to the Effective Time, the Parent Certificate shall have been filed with the Secretary of State of the State of Delaware and made effective (pursuant to which the Class C Common Stock and Class D Common Stock shall have been duly authorized, executed authorized and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectreserved for issuance); (bf) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received a certificate, dated the Closing Date, duly executed by an executive officer of Parent on behalf of Parent, certifying that immediately following documents the Closing, the Merger Closing shall occur in all material respects in accordance with the Merger Agreement (with such amendments, modifications or copies thereofwaivers thereto as shall have been agreed by Parent in accordance with Section 5.2(c)); (g) concurrently with the Closing, Parent and the MD Stockholders, the MSDC Stockholders and the SLP Stockholders (each as defined in each case satisfactory the Sponsor Stockholders’ Agreement) shall have executed and delivered the Class C Stockholders’ Agreement and the Amended Registration Rights Agreement, in form and substance to the Purchaser:as contemplated by Section 4.5.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon (a) No stop order suspending the representations and warranties effectiveness of the Issuer contained herein Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) If specified by any related Terms Agreement and except to the representations and warranties to be contained in extent modified by such Terms Agreement, the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as Purchaser shall have received, appropriately updated, (i) a certificate of the date hereof and as of the Closing Date. AccordinglyCompany, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(d) (except that references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the statements Terms Agreement), (ii) the opinion of the officers and other officials General Counsel, an Associate General Counsel or an Assistant General Counsel for the Company, dated as of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of Crav▇▇▇, ▇▇aine & Moor▇, ▇▇unsel for the Purchaser, dated as of the Closing Date, to the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties theretoeffect set forth in Section 5(c), and shall be in full force and effect; and (iv) the Resolutions shall be in full force and effect; (b) On letter of Erns▇ & ▇oun▇, ▇▇dependent accountants for the Company, dated as of the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be effect set forth in full force and effect; andSection 5(e). (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancelation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser to effect the transactions contemplated hereby enters into this Purchase Agreement shall be subject further to the fulfillment of the following conditions, any one or more of which may be waived by the Purchaser in reliance upon the its sole and absolute discretion: (a) All representations and warranties of the Issuer contained herein and the representations and warranties to be Seller contained in the documents this Agreement shall be true and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and correct in all material respects as of the Closing DateDate as though made as of such date, except as otherwise contemplated by this Agreement. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of The Seller shall have performed and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy complied in all material respects of the representations with all its covenants and warranties of the Issuer agreements contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations this Agreement required to be performed hereunder and under complied with by it at or prior to the Trust Agreement Closing. The Purchaser shall have received a certificate with respect to the matters set forth in this Section 8.3(a) signed on behalf of the Seller by an authorized officer. (b) (i) All documents required to have been delivered by the Seller to the Purchaser at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties theretodelivered, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (bii) On the Closing Date, all necessary action of the Issuer relating actions required to the execution and delivery of the Bonds will have been taken and will be in full force and effect; andby the Seller at or prior to the Closing shall have been taken. (c) At or prior The Purchaser shall have received a legal opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, counsel to the Seller, dated the Closing Date and in form and substance reasonably satisfactory to the Purchaser, as to such matters as shall reasonably be requested by the Purchaser. (d) As of the Closing Date, the Purchaser shall have received from the Seller the following documents and information: (i) a certificate of existence and good standing of the Seller from its state of organization; (ii) a true and complete copy of the resolutions of the managers of the Seller authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby by the Seller, certified on behalf of the Seller by its Secretary or copies thereof, in each case satisfactory in form and substance Assistant Secretary; (iii) a certificate from the Secretary or Assistant Secretary of the Seller as to the Purchaser:incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement; (iv) the Bill of Sale in respect of the Assets, and the Assignment and Assumption Agreement in respect of the Assumed Liabilities; (v) such other documents, opinions and certificates that the Purchaser may have reasonably requested in connection with the proper and effective conveyance of the Assets free and clear of all Liens (excluding the Excluded Assets and except for Permitted Liens), and the consummation of the other transactions contemplated by this Agreement; (vi) evidence satisfactory to Purchaser establishing the Seller's unencumbered ownership of the tradename "Calyx & Corolla"; and (vii) complete and timely responses to Seller's due diligence requests. (e) The Purchaser shall have received (i) a fully executed sublease for the Vero Beach location, contingent upon the consent of the landlord, (ii) a written release of all Liens on any of the Assets, (iii) and any other necessary approvals of third parties. No action, suit or proceeding by or before any court or Governmental Authority shall be pending on the Closing Date which, if determined adversely, could reasonably be expected to impair the ability of the Seller to transfer and deliver to the Purchaser the Assets and the Business as contemplated by this Agreement.

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase Shares at a Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Closing: (a) the representations and warranties of the Issuer contained herein Company set forth in Section 2.01 of this Agreement shall be true and correct with the representations same force and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both effect as though expressly made on and as of the date hereof and such Closing, except for representations or warranties made as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the a particular date which representations and warranties of the Issuer contained herein shall be true and correct as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectsuch date; (b) On the Closing Date, Company shall have complied with all necessary action the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing; (c) the Company shall have delivered to the Purchaser a certificate executed by the Chairman of the Issuer relating Board or Chief Executive Officer and the chief financial or accounting officer of the Company, dated the applicable Closing, to the execution effect that the conditions in clauses (i) and delivery of the Bonds will (ii) have been taken satisfied; (d) ▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Company, shall have delivered to the Purchaser its legal opinion in form and will be in full force and effectsubstance satisfactory to the Purchaser; and (cf) At there shall not have been (i) any domestic or prior international event of war or terrorism, that shall have materially and adversely disrupted the U.S. securities markets; or (ii) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market; or (iii) a banking moratorium declared by any state or federal authority; or (iv) a moratorium in foreign exchange trading by major international banks or persons declared; or (v) a material interruption in the mail service or other means of communication within the United States; or (vi) a material or substantial loss suffered by the Company by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, or from any labor dispute or court or government action, order, or decree, which will, in the reasonable discretion of the Purchaser, make it inadvisable to proceed with any portion of the Closing Datetransactions contemplated hereby; or (viii) any material adverse change in the business, prospects, financial condition, or results of operations of the Company; or (ix) any material governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof; or (x) passed by the Congress of the United States or by any state legislature any act or measure, or adopted by any governmental body or authoritative accounting institute or board, or any governmental executive, any orders, rules, or regulations, which the Purchaser shall reasonably believes likely to have received a material adverse effect on the following documents business, financial condition, or copies thereof, in each case satisfactory in form and substance to financial statements of the Purchaser:Company or any of the Subsidiary or the market for the Common Stock.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into to consummate the transactions contemplated by this Purchase Agreement in reliance upon shall be subject to the fulfillment or written waiver, at or prior to Closing, of each of the following conditions: (i) (a) except for those representations and warranties which are made as of the Issuer contained herein and the a particular date, all representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance made by the Issuer each of its obligations both the Sellers in this Agreement are true, correct and complete in all material respects (except with respect to those representations and warranties which are qualified as to materiality, which shall be true, correct and complete in all respects) on and as of the date hereof and as of Closing, (b) the Closing Date. Accordingly, the obligations representations and warranties made by each of the Purchaser under Sellers in this Purchase Agreement to purchase, to accept delivery and the Schedules hereto which are made as of and to pay for the Bonds a particular date shall be subjecttrue, at the option of the Purchaser, to the accuracy correct and complete in all material respects of the (except with respect to those representations and warranties of the Issuer contained herein which are qualified as to materiality, which shall be true, correct and complete in all respects) as of the such date hereof and as of Closing; and (c) each of the Sellers has performed or complied in all material respects with all of the covenants, obligations and conditions to be performed or complied with by them under the terms of this Agreement at or prior to the Closing; (ii) Sellers shall have delivered a certificate of the President or a Vice President of each of the Sellers, dated the Closing Date, to the accuracy effect that each of the conditions set forth in Section 7.2(i) is satisfied in all material respects respects; (iii) a certificate of the statements Secretary or Assistant Secretary of each of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereofSellers, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to dated the Closing Date, and also shall be subject as to the following additional conditions: (a) On incumbency of any officer of each of the Closing Date, the Trust Sellers executing this Agreement shall have been duly authorized, executed and delivered by the respective parties or any document related thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (biv) On a certified copy of the resolutions of the Board of Directors of each of the Sellers, and of Vector, authorizing the execution, delivery and consummation of this Agreement and the transactions contemplated hereby; (v) the executed Transition Services Agreement; (vi) a duly executed receipt for the Purchase Price; (vii) certificates of good standing for each of the Sellers; (viii) Sellers shall obtain and deliver to Purchaser from NJDEP one of the following: (1) a “No Further Action Letter”, (2) an approved “Negative Declaration,” (3) an approved “Remedial Action Workplan,” (4) an authorization letter or other consent or approval pursuant to N.J.S.A. 13:1K-11.2 through 11.7, or in lieu thereof, (5) at Sellers’ sole discretion, a “Remediation Agreement”. In connection with any Remediation Agreement or as otherwise required by NJDEP, Sellers (or a Seller-related party) shall be designated as the party responsible for obtaining approval of and implementing the Remedial Action Workplan, and Sellers (or a Seller-related party) shall obtain and maintain any required “Remediation Funding Source” in form and amount acceptable to NJDEP. Upon entry into a Remediation Agreement with NJDEP, Sellers shall be deemed to have fulfilled this ISRA condition precedent to Closing; (ix) Sellers shall have received (and furnished evidence thereof reasonably satisfactory to Purchaser) the consents listed on Schedule 7.2(ix); (x) no event shall have occurred between the execution of this Agreement and the Closing Datethat has had, all necessary action of or that could reasonably be expected to have, individually or in the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effectaggregate, a Material Adverse Effect; and (cxi) At or prior to the Closing Date, such other documents as the Purchaser shall have received reasonably requests to effect the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:transactions contemplated hereby.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Issuer contained Company herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof of any related Terms Agreement and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay Date for the Bonds shall be subject, at the option of the Purchasersuch Notes, to the accuracy in performance and observance by the Company of all material respects covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) If filing of the representations Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and warranties any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Issuer contained herein as Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) If specified by any related Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the date hereof and Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(c) (except that references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the statements Terms Agreement); (ii) the opinion of counsel for the Company (which may be an attorney employed by American Electric Power Service Corporation, an affiliate of the officers and other officials Company), dated as of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject substantially in the form delivered pursuant to Section 5(b)(1) hereof; (iii) the following additional conditions: (a) On opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, counsel for the Agents, dated as of the Closing Date, substantially in the Trust Agreement shall have been duly authorizedform delivered pursuant to Section 5(b)(2) hereof; (iv) the opinion of an attorney employed by American Electric Power Service Corporation, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On dated as of the Closing Date, all necessary action substantially in the form delivered pursuant to Section 5(b)(3) hereof; and (v) the letter of Deloitte & Touche LLP, independent accountants for the Company, dated as of the Issuer relating Closing Date, substantially in the form delivered pursuant to the execution and delivery of the Bonds will have been taken and will be in full force and effect; andSection 5(d) hereof. (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser:Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser without any liability whatsoever. Notice of such cancellation shall be given to the Company in writing or by telephone or telex or facsimile transmission confirmed in writing.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon 9.1. Notwithstanding anything herein contained, the representations and warranties obligation of the Issuer contained Purchaser to complete the transactions provided for herein will be subject to the fulfilment of all of the following conditions at or prior to Completion: (A) all due diligence of the Company Group reasonably required by the Purchaser has been completed and the representations results of such due diligence are satisfactory to the Purchaser; (B) the Sellers Warranties and warranties to the Company Warranties shall be contained in the documents true and instruments to be delivered accurate on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and at Completion with the same force and effect as though such Sellers Warranties and the Company Warranties had been made as of the Closing Date. Accordingly, the obligations Completion (regardless of the Purchaser under this Purchase Agreement date as of which such information is given), and the Sellers and the Company shall have complied with all covenants and agreements herein agreed to purchasebe performed or caused to be performed by the Sellers at or prior to Completion; (C) no order, to accept delivery decision or ruling of any court, tribunal or regulatory authority having jurisdiction shall have been made, and to pay for the Bonds no action or proceedings shall be subjectpending or threatened which, at in the option opinion of the Purchaser, is likely to result in an order, decision or ruling (i) to disallow, enjoin, prohibit or impose any limitations or conditions on the accuracy in all material respects sale and purchase of the representations and warranties AlloyX Shares contemplated hereby or the right of the Issuer contained herein as Purchaser to own the AlloyX Shares; or (ii) to impose any limitations or conditions which may have a Material Adverse Effect on the business of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effectCompany; and (ciii) At all consents required to be obtained in order to carry out the transactions contemplated hereby in compliance with all laws and agreements binding upon the Parties shall have been obtained. 9.2. Each of the conditions precedent set forth in Clause 9.1 is for the sole benefit of Purchaser and may be waived at any time by Purchaser in writing. The waiver of any particular condition precedent shall not constitute the waiver of any other. 9.3. If any of the conditions set forth in Clause 9.1 are not complied with or prior to waived by the Closing DatePurchaser, the Purchaser may in its absolute discretion: (A) defer the Completion (and so that the provisions of Clause 4 shall have received the following documents or copies thereof, in each case satisfactory in form and substance apply to the Purchaser:Completion as so deferred); (B) proceed to such Completion so far as practicable (without prejudice to its rights, claims and remedies under this Agreement); or (C) terminate this Agreement with immediate effect by notice in writing to the Sellers and the Company and Clause 13 shall apply.

Conditions to the Obligations of the Purchaser. The Subject to the provisions of Section 1.01(d) with respect to the Tranches referred to therein, the obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase Tranche Shares at a Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Tranche Closing Date: (a) the representations and warranties of the Issuer contained herein and the representations and warranties to be contained Company set forth in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer Section 2.01 of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy true and correct in all material respects on the applicable Tranche Closing Date with the same force and effect as though expressly made on the Tranche Closing Date, except for representations or warranties made as of the a particular date which representations and warranties shall be true and correct in all material respects as of such date; (b) the Company shall have complied in all material respects with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Tranche Closing Date; (c) the Company shall have delivered to the Purchaser a certificate executed by the Chairman of the Issuer contained herein as Board or President and the chief financial or accounting officer of the date hereof and as of Company, dated the applicable Tranche Closing Date, to the accuracy effect that the conditions in all material respects clauses (a), (b), (f) and (g) of this Section 4.01 have been satisfied; (d) the Registration Statement shall have been declared by the Commission to be effective under the Securities Act on or prior to April 1, 2005 and shall not have been withdrawn, no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for the suspension of the effectiveness of the Registration Statement shall have been instituted or threatened by the Commission; (e) there shall not have been (i) any domestic or international event, act, or occurrence, including, without limitation, event, act, or occurrence of terrorism, that shall have materially and adversely disrupted, or, in the reasonable opinion of the Purchaser, will in the immediate future materially and adversely disrupt, the securities markets in the United States; or (ii) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market; or (iii) an outbreak or material increase in the level of major hostilities or other national or international calamity; or (iv) a banking moratorium declared by any state or federal authority in the United States; or (v) a moratorium in foreign exchange trading by major international banks declared; or (vi) a material interruption in the mail service or other means of communication within the United States; or (vii) a material loss suffered by the Company by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, or from any labor dispute or court or government action, order, or decree, which will, in the reasonable opinion of the Purchaser, make it inadvisable to proceed with any portion of the transactions contemplated hereby; or (viii) any material adverse change in the business, prospects, financial condition, or results of operations of the Company; or (ix) any material United States governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof; or (x) come into effect under the federal laws of the United States, the laws of any state of the United States, or adoption by any governmental body or authoritative accounting institute or board, or any governmental executive any orders, laws, rules, or regulations, which the Purchaser believes likely to have a material adverse effect on the business, financial condition or financial statements of the officers and other officials Company or any of the Issuer made Subsidiaries or the market for the Common Stock; or (xi) such material and adverse change in any certificate the market for the Company's securities or document furnished pursuant securities in general or in political, financial, or economic conditions generally as in the judgment of the Purchaser makes it inadvisable to proceed with the provisions hereoftransactions contemplated hereby (each, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effecta "Material Adverse Change"); (bf) On the Closing Date, all necessary action Company shall have received state securities law or "blue sky" clearance for the sale of the Issuer relating Shares in states specified in writing by the Purchaser, other than states in which such clearance shall have required the Company to the execution and delivery qualify to do business or consent to service of the Bonds will have been taken and will be process in full force and effectany jurisdiction in which it is not now so qualified or has not so consented; and (cg) At a Blackout Event shall not have occurred and be continuing at either the date of the Tranche Election Notice or prior to the Tranche Closing Date, the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties obligation of the Issuer contained herein Purchaser to purchase and pay for the Class A Securities at the Closing and the representations and warranties other obligations of the Purchaser hereunder required to be contained in the documents and instruments to be delivered performed on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the satisfaction (or waiver by the Purchaser) as of the Closing Date of the following additional conditions: (ai) On the Closing Date, the Trust The Master Disposition Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; effect and all conditions to the obligations of the Company under the Master Disposition Agreement (other than Section 10.4.6 thereof) shall have been satisfied or, with the consent of the Purchaser, waived pursuant to the terms thereof, and the Resolutions acquisition contemplated by the Master Disposition Agreement shall be consummated concurrently with the Closing. (ii) The Purchaser shall have received the closing deliveries described in Section 2(f) (other than Section 2(f)(i)) and Section 2(g) hereof and each agreement included therein is in full force and effect;. (biii) On The representations and warranties of the Company and the Investors contained in this Agreement shall have been true and correct (disregarding all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where the failure to be so true and correct does not constitute, and would not reasonably be expected to constitute, individually or in the aggregate, a material adverse effect on the Company’s or the Investor’s, as applicable, ability to consummate the transactions contemplated by this Agreement. (iv) The Company, its subsidiaries and the Investors shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company, its subsidiaries and the Investors by the Closing Date. (v) There shall not be in effect any Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby. (vi) Any applicable waiting period under the HSR Act shall have expired or have been terminated and the Purchaser, each of the Investors and the Company shall have obtained all necessary action consents, waivers, authorizations and approvals of all Governmental Authorities required in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents or the consummation of the Issuer relating Transactions. (vii) The Investors shall be ready, willing and able to purchase the Class B Securities and Notes and to perform their obligations pursuant to the execution and delivery terms of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to Senior Loan Documents, as applicable, concurrently with the Closing Date, purchase of the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance to Class A Securities by the Purchaser:.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations obligation of the Purchaser under this Purchase Agreement to purchase, consummate the Share Transfers is subject to accept delivery the fulfilment (or waiver thereof) at or prior to the Closing of and to pay for the Bonds shall be subject, at the option each of the Purchaser, to the accuracy in all material respects following conditions: (a) Each of the representations and warranties of the Issuer contained herein Guarantor and the Sellers set forth in Section 6 and Section 7 shall be true and correct as of the date hereof Effective Date and as of the Closing Date. (b) The Sellers shall have obtained all necessary internal corporate, regulatory, or other approvals required for (i) the execution, delivery and performance of this Agreement and any other Definitive Documents to which each Seller is a party to; and (ii) the lawful consummation of the Share Transfers, and such approvals shall not have been rescinded, revoked or materially amended. (c) The Guarantor shall procure that the Company has obtained all necessary internal corporate, regulatory, or other approvals, to the accuracy in all material respects extent applicable, required for (i) the execution, delivery and performance of any of the statements Definitive Documents to which the Company is a party to; and (ii) the lawful consummation of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing DateShare Transfers, and also such approvals shall be subject to the following additional conditions:not have been rescinded, revoked or materially amended. (ad) On the Closing Date, the Trust Agreement The Share Transfers shall have been duly authorized, executed remain valid and delivered by the respective parties thereto, and shall be in full force and effect, and shall not have been rescinded, revoked, or materially amended in any manner adverse to the Purchaser. (e) Subject to the satisfaction of certain know-your-client procedure as required by the Company’s registered agent, the Company shall have adopted proper resolutions to appoint ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to the Closing as members of the board of directors of the Company, with the effect from the Closing, and the composition of the board of directors and its committees (including, but not limited to, the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee) shall be in full compliance with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the Nasdaq Rules. (f) Since the Effective Date, (i) there has been no suspension or delisting of the Company’s ordinary shares on Nasdaq, nor has the Company received any written notice from Nasdaq to suspend or delist the Company’s ordinary shares; and (ii) no Company Material Adverse Effect shall have occurred. (g) All Governmental Approvals required for the Resolutions Share Transfers shall be have been obtained and remain in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:.

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase Tranche Shares at each Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Closing Date: (a) the representations and warranties of the Issuer contained herein Company set forth in Section 3 of this Agreement shall be true and correct with the representations same force and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both effect as though expressly made on and as of the date hereof and such Closing Date, except for representations or warranties expressly stated to be made as of the Closing Date. Accordinglya particular date, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the which representations and warranties shall be true and correct as of such date; (b) the Company shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; (c) the Company shall have delivered to the Purchaser (i) a certificate executed by the Chairman of the Issuer contained herein Board or President and the chief financial or accounting officer of the Company, dated as of the date hereof and as of the such Closing Date, to the accuracy effect that the conditions in all material respects clauses (a), (b), (f), (h) and (i) have been satisfied, (ii) a certified copy of the statements resolutions of the officers Company’s Board of Directors (the “Board”) authorizing the execution and other officials performance of this Agreement, (iii) a certified copy of the Issuer made in any Company’s operating agreement, (iv) a certified copy of the Company’s certificate or document furnished pursuant of formation. (d) the Company, hereby warrants and represents to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditionsPurchaser that: (ai) On the Closing DateCompany and each of the Subsidiaries (as defined below) are duly incorporated, the Trust Agreement shall have been duly authorized, executed validly existing and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectgood standing; (bii) On the Closing Date, all necessary action Company and each of the Issuer relating Subsidiaries are qualified to do business in each jurisdiction in which such qualification is necessary; (iii) the execution Company and delivery each of the Bonds will have been taken Subsidiaries has all requisite corporate power and will be in full force authority to own or lease its assets and effect; andother properties and to conduct its business as is currently conducted; (civ) At or prior the Company has all requisite corporate power and authority to execute and deliver the Closing DateAgreement, to sell and issue the Purchaser shall have received applicable Tranche Shares and to otherwise carry out and perform its obligations under the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:Agreement;

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase Shares at a Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Closing: (a) the representations and warranties of the Issuer contained herein Company set forth in Section 2.01 of this Agreement shall be true and correct with the representations same force and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both effect as though expressly made on and as of the date hereof and such Closing, except for representations or warranties made as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the a particular date which representations and warranties of the Issuer contained herein shall be true and correct as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectsuch date; (b) On the Closing Date, Company shall have complied with all necessary action the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing; (c) the Company shall have delivered to the Purchaser a certificate executed by the Chairman of the Issuer relating Board or Chief Executive Officer and the chief financial or accounting officer of the Company, dated the applicable Closing, to the execution effect that the conditions in clauses (i) and delivery of the Bonds will (ii) have been taken satisfied; (d) Procopio, Cory, Hargreaves & Savitch LLP, counsel to the Company, sh▇▇▇ ▇▇▇▇ ▇▇▇▇▇er▇▇ ▇▇ ▇▇▇ Pur▇▇▇▇▇▇ its legal opinion in form and will be in full force and effectsubstance satisfactory to the Purchaser; and (cf) At there shall not have been (i) any domestic or prior international event of war or terrorism, that shall have materially and adversely disrupted the U.S. securities markets; or (ii) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market; or (iii) a banking moratorium declared by any state or federal authority; or (iv) a moratorium in foreign exchange trading by major international banks or persons declared; or (v) a material interruption in the mail service or other means of communication within the United States; or (vi) a material or substantial loss suffered by the Company by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, or from any labor dispute or court or government action, order, or decree, which will, in the reasonable discretion of the Purchaser, make it inadvisable to proceed with any portion of the Closing Datetransactions contemplated hereby; or (viii) any material adverse change in the business, prospects, financial condition, or results of operations of the Company; or (ix) any material governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof; or (x) passed by the Congress of the United States or by any state legislature any act or measure, or adopted by any governmental body or authoritative accounting institute or board, or any governmental executive, any orders, rules, or regulations, which the Purchaser shall reasonably believes likely to have received a material adverse effect on the following documents business, financial condition, or copies thereof, in each case satisfactory in form and substance to financial statements of the Purchaser:Company or any of the Subsidiary or the market for the Common Stock.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered Purchaser’s obligations on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties on the part of the Issuer Company and the Trust contained herein as of the date hereof and as of time that this Agreement is executed (the “Execution Time”) and the Closing Date, to the accuracy in all material respects of the statements of the officers Company and other officials of the Issuer Trust made in any certificate or document furnished certificates pursuant to the provisions hereof, to the performance by the Issuer Company and the Trust of its their obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On The Company shall have furnished to you the opinion of ▇▇▇▇ & ▇▇▇▇▇ Professional Corporation, special counsel for the Company, dated the Closing Date, addressed to you, in substantially the form set out in Annex A hereto. (b) The Company shall have furnished to you the opinion of ▇▇▇▇ & ▇▇▇▇▇ Professional Corporation, special tax counsel for the Company, dated the Closing Date, containing such assumptions, qualifications and limitations as shall be reasonably acceptable to you and your counsel to the effect that for U.S. federal income tax purposes, the Subordinated Debt Securities will constitute indebtedness of the Company, in substantially the form set out in Annex B hereto. (c) You shall have received the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Delaware counsel for the Company and the Trust, dated the Closing Date, addressed to you, in substantially the form set out in Annex C hereto. (d) You shall have received the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Guarantee Trustee, the Institutional Trustee, the Delaware Trustee and the Indenture Trustee, dated the Closing Date addressed to you, in substantially the form set out in Annex D hereto. (e) The Company shall have furnished to you a certificate of the Company, signed by the President, a Vice President and by a Treasurer or Chief Financial Officer of the Company, dated the Closing Date, to the effect that: (i) the representations and warranties of the Company and the Trust in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust have complied with all the agreements and satisfied all the conditions on either of their part to be performed or satisfied at or prior to the Closing Date; and (ii) since the date of the most recent financial statements provided to the Purchaser, there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business. (f) Subsequent to the Execution Time there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Company and its subsidiaries the effect of which, is, in your judgment, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Debt Securities. (g) Prior to the Closing Date, the Company and the Trust Agreement shall have furnished to you such further information, certificates and documents as you may reasonably request. (h) At the Closing Date, each of the Operative Documents shall have been duly authorized, executed and delivered by the respective parties each party thereto, and copies thereof shall have been delivered to you. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Agreement shall not be in full force and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received the following documents or copies thereof, in each case material respects reasonably satisfactory in form and substance to you, this Agreement and all the Purchaser:’s obligations hereunder may be canceled at, or at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Company and the Trust in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered Purchaser’s obligations on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties on the part of the Issuer Company and the Trust contained herein as of the date hereof and as of time that this Agreement is executed (the “Execution Time”) and the Closing Date, to the accuracy in all material respects of the statements of the officers Company and other officials of the Issuer Trust made in any certificate or document furnished certificates pursuant to the provisions hereof, to the performance by the Issuer Company and the Trust of its their obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On The Company shall have furnished to you the opinion of ▇▇▇▇▇▇▇ & Baris, L.L.P., special counsel for the Company, dated the Closing Date, addressed to you, in substantially the form set out in Annex A hereto. (b) The Company shall have furnished to you the opinion of ▇▇▇▇▇▇▇ & Baris, L.L.P., special tax counsel for the Company, dated the Closing Date, containing such assumptions, qualifications and limitations as shall be reasonably acceptable to you and your counsel to the effect that for U.S. federal income tax purposes, the Subordinated Debt Securities will constitute indebtedness of the Company, in substantially the form set out in Annex B hereto. (c) You shall have received the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Delaware counsel for the Company and the Trust, dated the Closing Date, addressed to you, in substantially the form set out in Annex C hereto. (d) You shall have received the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Guarantee Trustee, the Institutional Trustee, the Delaware Trustee and the Indenture Trustee, dated the Closing Date addressed to you, in substantially the form set out in Annex D hereto. (e) The Company shall have furnished to you a certificate of the Company, signed by the President, a Vice President and by a Treasurer or Chief Financial Officer of the Company, dated the Closing Date, to the effect that: (i) the representations and warranties of the Company and the Trust in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust have complied with all the agreements and satisfied all the conditions on either of their part to be performed or satisfied at or prior to the Closing Date; and (ii) since the date of the most recent financial statements provided to the Purchaser, there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business. (f) Subsequent to the Execution Time there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Company and its subsidiaries the effect of which, is, in your judgment, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Debt Securities. (g) Prior to the Closing Date, the Company and the Trust Agreement shall have furnished to you such further information, certificates and documents as you may reasonably request. (h) At the Closing Date, each of the Operative Documents shall have been duly authorized, executed and delivered by the respective parties each party thereto, and copies thereof shall have been delivered to you. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Agreement shall not be in full force and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received the following documents or copies thereof, in each case material respects reasonably satisfactory in form and substance to you, this Agreement and all the Purchaser:’s obligations hereunder may be canceled at, or at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Company and the Trust in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Issuer contained Company herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof of any related Terms Agreement and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay Date for the Bonds shall be subject, at the option of the Purchasersuch Notes, to the accuracy in performance and observance by the Company of all material respects covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of the representations Registration Statement shall have been issued and warranties no proceedings for that purpose shall have been instituted or threatened. (b) If specified by any related Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Issuer contained herein as of the date hereof and Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(d), (ii) the opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the statements Company, dated as of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject substantially to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of Winthrop, Stimson, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Purchaser, dated as of the Closing Date, substantially to the Trust Agreement shall have been duly authorizedeffect set forth in Section 5(c) and (iv) the letter of PricewaterhouseCoopers LLP, executed and delivered by independent public accountants for the respective parties theretoCompany, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On dated as of the Closing Date, all necessary action of the Issuer relating substantially to the execution effect set forth in Section 5(e); PROVIDED, HOWEVER, that references to the Registration Statement and delivery of the Bonds will have been taken Prospectus in such certificate, opinions and will letter shall be in full force to the Registration Statement and effect; andthe Prospectus as then amended and supplemented. (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties Subject to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. AccordinglySECTIONS 1.5(b) AND (c), the obligations of the Purchaser under this Purchase Agreement to purchase, consummate the transactions contemplated hereby are subject to accept delivery of and to pay for the Bonds shall be subject, at the option satisfaction of the Purchaser, to the accuracy in all material respects of the following further conditions: (a) The representations and warranties of the Issuer Company contained herein in ARTICLE II and in any document delivered in connection herewith shall, as of the date hereof Time of Closing, be true and correct in all material respects, except for representations and warranties that speak as of the Closing Datea specified date, to the accuracy which need only be true and correct in all material respects as of the statements specified date. (b) The covenants and agreements of the officers and other officials Company contained in this Agreement to be performed on or before the Closing in accordance with this Agreement shall have been duly performed in all material respects. (c) The Purchaser shall have received at the Time of Closing a certificate(s), dated the day of the Issuer made in any certificate Closing and validly executed by or document furnished pursuant to on behalf of the provisions hereofCompany, to the performance by effect that the Issuer conditions set forth in clauses (a) and (b) above have been satisfied. (d) The Company shall have delivered to the Purchaser (i) copies of the Company's and its obligations to be performed hereunder applicable subsidiaries' Articles of Incorporation and under the Trust Agreement at or By-Laws as in effect immediately prior to the Closing Date, and also shall be subject to the following additional conditions: (aii) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered copies of resolutions adopted by the respective parties theretoCompany's and its applicable subsidiaries' Boards of Directors authorizing the transaction contemplated by this Agreement, and shall be in full force and effect; (iii) a certificate of good standing issued by the Secretary of State of the State of Delaware and the Resolutions shall be in full force and effect; states of incorporation of such applicable subsidiaries as of a date not more than ten (b10) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or days prior to the Closing Date, certified in the Purchaser shall have received case of subsections (i) and (ii) of this Section as of the following documents or copies thereofClosing Date by the Secretary of the Company, in each case satisfactory in form as being true, correct and substance to the Purchaser:complete.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Issuer contained Company herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof of any related Terms Agreement and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay Date for the Bonds shall be subject, at the option of the Purchasersuch Notes, to the accuracy in performance and observance by the Company of all material respects covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of the representations Registration Statement or any part thereof shall have been issued and warranties no proceedings for that purpose shall have been instituted or, to the knowledge of the Issuer contained herein as Company, threatened by the Commission. (b) If specified by any related Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the date hereof and Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(d) (except that references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the statements Terms Agreement), (ii) the opinion of Cozen O’▇▇▇▇▇▇, counsel for the officers and other officials Company, dated as of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of C▇▇▇▇▇▇ and C▇▇▇▇▇ LLP, counsel for the Purchaser, dated as of the Closing Date, to the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties theretoeffect set forth in Section 5(c), and shall be in full force and effect; and (iv) a letter of Deloitte & Touche LLP, independent accountants for the Resolutions shall be in full force and effect; (b) On Company, dated as of the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be effect set forth in full force and effect; andSection 5(e). (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. (d) There shall not have occurred: (i) any change in the capital stock or copies thereoflong-term debt of the Company or its Subsidiary or any change, or any development involving a prospective change, in each or affecting the general affairs, management, stockholders’ equity, business, properties, condition (financial or other), results of operations or prospects of the Company and its Subsidiary, which in the judgment of the Agents, materially impairs the investment quality of the Notes; (ii) any decrease in the rating of any of the Company’s debt securities or preferred securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change; (iii) a suspension in trading in any of the Company’s securities by the Commission or a suspension in trading securities generally on the New York Stock Exchange or the establishment of limited trading or minimum prices on such Exchange; (iv) a declaration of a banking moratorium by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of a national emergency or war by the United States, an act of terrorism committed against the United States or any of its nationals or properties; or (vi) the occurrence of such a calamity or crisis or such a material adverse change in general domestic or international economic, political or financial conditions, including without limitation as a result of terrorist activities (and including a material adverse effect of international conditions on the financial markets in the United States), that in the judgment of the Agents, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Notes or the purchase of Notes from the Company as principals pursuant to a Purchase Agreement, as the case may be. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or if any of the opinions and certificates mentioned above or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Term Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall purchase any Notes will be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties on the part of the Issuer contained herein Company in Section 1 of this Agreement as of the date hereof of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(d) (except that references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the statements Terms Agreement), (ii) the opinion of counsel for the officers and other officials Company, dated as of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of [name of counsel], counsel for the Purchaser, dated as of the Closing Date, to the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties theretoeffect set forth in Section 5(c), and shall be in full force and effect; and the Resolutions shall be in full force and effect; (biv) On letter of [name of accountants], dated as of the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be effect set forth in full force and effectSection 5(e); and (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancelation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Issuer contained Company herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof of any related Terms Agreement and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay Date for the Bonds shall be subject, at the option of the Purchasersuch Notes, to the accuracy in performance and observance by the Company of all material respects covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of either Registration Statement shall have been issued and no proceedings for the purpose shall have been instituted or threatened. (b) If specified by any related Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the representations and warranties of the Issuer contained herein as of the date hereof and Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(d), (ii) the opinion of B▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., counsel for the statements Company, dated as of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject substantially to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of Hunton & W▇▇▇▇▇▇▇, counsel for the Purchaser, dated as of the Closing Date, substantially to the Trust Agreement shall have been duly authorizedeffect set forth in Section 5(c) and (iv) the letter of Deloitte & Touche LLP, executed and delivered by independent public accountants for the respective parties theretoCompany, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On dated as of the Closing Date, all necessary action of the Issuer relating substantially to the execution effect set forth in Section 5(e); provided, however, that references to each Registration Statement and delivery of the Bonds will have been taken Prospectus in such certificate, opinions and will letter shall be in full force to each Registration Statement and effect; andthe Prospectus as then amended and supplemented. (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement hereunder to consummate the issuance and sale of the Notes at the Closing shall be subject to the satisfaction (or written waiver by the Purchaser) of the following conditions: (a) all representations and warranties of Parent set forth in reliance upon Article II hereof are, at and as of the Closing, true and correct in all material respects; (b) (i) the representations and warranties made by, or with respect to, Dell and its Subsidiaries set forth in Article III of the Issuer contained herein Merger Agreement (other than those representations and warranties that address matters as of a specific date) as are material to the interests of the Purchaser in its capacity as a holder of the Notes are true and correct as of the date of the Merger Closing as though made at and as of such date and (ii) the representations and warranties made by, or with respect to, Dell and its Subsidiaries set forth in Article III of the Merger Agreement that address matters as of a specific date as are material to be contained the interests of the Purchaser in its capacity as a holder of the documents Notes are true and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on correct at and as of the such specific date hereof and as of the Closing Date. Accordingly, (provided that this condition to the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of consummate the issuance and to pay for the Bonds shall be subject, at the option sale of the Purchaser, Notes shall only be applicable to the accuracy extent that Parent or its Affiliate has the right (taking into account any applicable cure periods set forth in the Merger Agreement) to terminate its and/or its Affiliate’s obligations under the Merger Agreement or to decline to consummate transactions contemplated thereby as a result of a breach of such representations and warranties); (c) Parent shall have performed in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its covenants, agreements and obligations that are required to be performed hereunder and under the Trust this Agreement at or prior to the Closing DateClosing; (d) Parent shall not have agreed to, approved or entered into any amendment or modification of the Merger Agreement, or provided any consent thereunder, or waived a condition to Parent’s, Intermediate’s or Merger Sub’s obligation to consummate the transactions therein as set forth in Sections 6.1 or 6.3 of the Merger Agreement, in each case in a manner materially adverse to the interests of the Purchaser in its capacity as a holder of the Notes, without the prior written consent of the Purchaser (it being understood that any modification, amendment, consent or waiver to the definition of Company Material Adverse Effect shall be deemed to be materially adverse to the interests of the Purchaser in its capacity as a holder of the Notes, unless consented to in writing by the Purchaser (such consent not to be unreasonably withheld, delayed or conditioned); (e) Since November 2, 2012, there has not occurred any facts, circumstances, changes, events, occurrences or effects that, individually or in the aggregate, constitute a Company Material Adverse Effect; provided that such condition is qualified in its entirety by reference to the disclosure (i) in the Company SEC Documents filed or furnished with the SEC prior to the date hereof, excluding any risk factor disclosures set forth under the heading “Risk Factors” or any disclosure of risks included in any “forward-looking statements” disclaimer to the extent that such disclosures are general in nature, or cautionary, predictive or forward-looking in nature, or (ii) set forth in the disclosure schedule delivered by Dell to Parent immediately prior to the execution of the Merger Agreement (the “Company Disclosure Letter”), it being understood and agreed that each disclosure set forth in the Company Disclosure Letter or such Company SEC Documents shall qualify or modify such condition to the extent the applicability of the disclosure to such condition is reasonably apparent from the text of the disclosure made; (f) substantially simultaneously with the Closing, (i) the Equity Investors and affiliated Silver Lake investment funds shall have funded or contributed to Parent at least $800,000,000 in cash and (ii) the MD Investors shall have contributed all of their Rollover Shares to Parent in accordance with, and also shall be subject pursuant to the following additional conditions:terms of, the MD Investors Commitment Letter; (ag) On substantially simultaneously with the Closing DateClosing, the Trust Agreement proceeds of the Debt Financing (which, of the avoidance of doubt, may include any alternative debt or equity financing) shall have been duly authorizedfunded to or on behalf of Parent or its Subsidiaries (which, executed and delivered for the avoidance of doubt, may be funded following the completion of the funding contemplated by the respective parties theretoEquity Investors Commitment Letter, and shall be in full force and effect; and the Resolutions shall be in full force and effectMD Investors Commitment Letter and/or this Agreement); (bh) On Parent shall have issued the Closing Date, all necessary action of the Issuer relating Notes to the execution Purchaser pursuant to, and delivery of the Bonds will have been taken and will be in full force and effectaccordance with, this Agreement; and (ci) At or prior substantially simultaneously with the Closing, the Merger Closing shall occur pursuant to the Closing Dateterms of the Merger Agreement (with such amendments, the Purchaser modifications or waivers thereto as shall have received been agreed to by Parent in accordance with Section 5.2(e) hereof (which Merger Closing, for the avoidance of doubt, may occur following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:Closing).

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations obligation of the Purchaser under to consummate the transactions contemplated by this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, is subject to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Datesatisfaction or waiver, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to of each of the following additional conditions: (ai) On the Closing Date, the Trust Agreement The Company shall have delivered to the Purchaser a copy of the Certificate of Designations that has been duly authorized, executed and delivered by filed with the respective parties thereto, and shall be in full force and effect; and Secretary of State of the Resolutions shall be in full force and effectState of Delaware; (bii) On The Company shall have delivered to the Closing Date, all necessary action Purchaser evidence of the Issuer relating issuance of the Purchased Shares to the Purchaser credited to book-entry accounts maintained by the Company; (iii) The Company shall have delivered to the Purchaser a certificate of the Secretary or Assistant Secretary of the Company certifying as to and attaching (A) the certificate of incorporation of the Company (including any amendments thereto), (B) the bylaws of the Company (including any amendments thereto), (C) resolutions of the Special Committee authorizing the execution and delivery of the Bonds will Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Shares and the Underlying Shares and (D) the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Company, setting forth the name and title and bearing the signatures of such officers; (iv) The Company shall have delivered to the Purchaser a cross-receipt executed by the Company certifying that the Company has received from the Purchaser an amount in cash from the Purchaser equal to the Purchaser’s Funding Obligation; (v) The Company shall have delivered to the Purchaser the RRA Amendment, which shall have been taken and will be in full force and effect; andduly executed by the Company; (cvi) At [Reserved.]; (vii) The Company shall have delivered to the Purchaser an opinion from ▇▇▇▇▇▇ and ▇▇▇▇▇▇ L.L.P., counsel to the Charah Entities, in substantially the form attached hereto as Exhibit C, duly executed by such counsel and addressed to the Purchaser and dated as of the Closing Date; (viii) The Company shall have delivered to the Purchaser such other documents relating to the transactions contemplated by this Agreement as the Purchaser or prior its counsel may reasonably request; (ix) The Company shall have delivered to the Purchaser the Company Credit Agreement Amendment, which shall have been duly executed by the Company; (x) Each of the (A) Company Fundamental Representations shall be true and correct, except for any de minimis inaccuracies and (B) other representations and warranties contained in Article III shall be true and correct in all respects (without giving effect to any limitation indicated by the words “Material Adverse Effect,” “in all material respects,” “material” or “materially”, other than Section 3.06 and Section 3.07), except for any inaccuracies that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in each case of the foregoing clauses (A) and (B), as of the Closing Date, as if made as of such time (except to the Purchaser shall have received the following documents or copies thereofextent expressly made as of an earlier date, in each which case satisfactory in form and substance to the Purchaser:as of such date);

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Issuer contained Company herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof any Applicable Time and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay Date for the Bonds shall be subject, at the option of the Purchasersuch Notes, to the accuracy in performance and observance by the Company of all material respects covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of the representations Registration Statement nor any notice objecting to its use shall have been issued and warranties no proceedings for that purpose shall have been instituted or threatened. (b) If specified by any related Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Issuer contained herein as of the date hereof and Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions Section 5(d) hereof, to (ii) the performance by opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., counsel for the Issuer Company, dated as of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject substantially to the following additional conditions: effect set forth in Section 5(b)(1) hereof, (aiii) On the opinion of ▇▇▇▇▇▇▇▇ & Forester LLP, special counsel for the Company, dated as of the Closing Date, substantially to the Trust Agreement shall have been duly authorizedeffect set forth in Section 5(b)(2) hereof, executed and delivered by (iv) the respective parties theretoopinion of Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, and shall be in full force and effect; and counsel for the Resolutions shall be in full force and effect; (b) On Purchaser, dated as of the Closing Date, all necessary action substantially to the effect set forth in Section 5(c) hereof and (iv) the letters of D&T and E&Y, as the case may be, dated as of the Issuer relating Closing Date, substantially to the execution effect set forth in Sections 5(e) and delivery 4(l) hereof; provided, however, that the references to the accuracy of the Bonds will have been taken Prospectus shall also be made as of the Applicable Time and will provided further that references to the Registration Statement, the Disclosure Package and the Prospectus in such certificate, opinions and letter shall be in full force to the Registration Statement as amended and effect; andsupplemented at the Closing Date, to the Disclosure Package at the Applicable Time and to the Prospectus as of its date and at the Closing Date. (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase Tranche Shares at a Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Tranche Closing Date: (a) the representations and warranties of the Issuer contained herein Company set forth in Section 2.01 of this Agreement shall be true and correct with the representations same force and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both effect as though expressly made on and as of the date hereof and such Tranche Closing Date, except for representations or warranties made as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the a particular date which representations and warranties shall be true and correct as of such date; (b) the Company shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Tranche Closing Date; (c) the Company shall have delivered to the Purchaser a certificate executed by the Chairman of the Issuer contained herein as Board or President and the chief financial or accounting officer of the date hereof and as of Company, dated the applicable Tranche Closing Date, to the accuracy effect that the conditions in all material respects of clauses (i) and (ii) have been satisfied; (d) the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance Registration Statement shall have been declared by the Issuer of its obligations Securitires and Exchange Commission (the "COMMISSION") to be performed hereunder and effective under the Trust Agreement at Securities Act on or prior to the Closing Date________________, 2004, and also shall not have been withdrawn, no stop order suspending the effectiveness of the Registration Statement shall be subject to in effect, and no proceedings for the following additional conditions: (a) On suspension of the Closing Date, effectiveness of the Trust Agreement Registration Statement shall have been instituted or threatened by the Commission; (e) Gersten Sa▇▇▇▇ ▇▇p▇▇▇▇▇▇ ▇▇▇▇ & ▇▇r▇▇▇ LLP, ▇▇▇▇sel to the Company, shall have delivered its legal opinion to the Purchaser that the Tranche Shares being issued on such Tranche Closing Date will, upon issuance, be duly authorized, executed validly issued, fully paid and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:non-assessable. [SCOPE OF OPINION UNDER DISCUSSION WITH SBI]

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase Tranche Shares at a Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Tranche Closing Date: (a) the representations and warranties of the Issuer contained herein Company set forth in Section 2.01 of this Agreement shall be true and correct with the same force and effect as though expressly made on every date during the term of this Agreement, including each Tranche Closing Date, except for representations or warranties made as of a particular date which representations and warranties shall be true and correct as of such date; (b) the Company shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be contained in performed or satisfied hereunder at or prior to such Tranche Closing Date; (c) the documents and instruments Company shall have delivered to be delivered on the Closing Date and upon the performance Purchaser a certificate executed by the Issuer of its obligations both on and as Chairman of the date hereof Board or President and as the chief financial or accounting officer of the Closing Date. AccordinglyCompany, dated the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the applicable Tranche Closing Date, to the accuracy effect that the conditions in all material respects Section 4.01(a), (b), (h), (i), and (j) have been satisfied; (d) the Initial Registration Statement shall have been declared by the Commission to be effective under the Securities Act on or prior to September 30, 2006, and shall not have been withdrawn, no stop order suspending the effectiveness of any Registration Statement shall be in effect, and no proceedings for the suspension of the effectiveness of any Registration Statement shall have been instituted or threatened by the Commission; (e) Guzov Ofsink LLC, counsel to the Company, shall have delivered its legal opinion to the Purchaser in form and substance satisfactory to the Purchaser. (f) the Company shall retain, and through the term of this Agreement shall retain an investor relations firm satisfactory to the Purchaser, in its sole and absolute discretion; (g) there shall not have been (i) any domestic or international event, act, or occurrence, including, without limitation, event, act, or occurrence of terrorism, that shall have materially and adversely disrupted, or, in the opinion of the Purchaser, will in the immediate future materially and adversely disrupt, the securities markets; or (ii) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market; or (iii) an outbreak or increase in the level of major hostilities or other national or international calamity; or (iv) a banking moratorium declared by any state or federal authority; or (v) a moratorium in foreign exchange trading by major international banks or persons declared; or (vi) a material interruption in the mail service or other means of communication within the United States; or (vii) a material or substantial loss suffered by the Company by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, or from any labor dispute or court or government action, order, or decree, which will, in the discretion of the Purchaser, make it inadvisable to proceed with any portion of the transactions contemplated hereby; or (viii) any material adverse change in the business, prospects, financial condition, or results of operations of the Company; or (ix) any material governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof; or (x) passed by the Congress of the United States or by any state legislature any act or measure, or adopted by any governmental body or authoritative accounting institute or board, or any governmental executive, any orders, rules, or regulations, which the Purchaser believes likely to have a material adverse effect on the business, financial condition, or financial statements of the officers and other officials Company or any of the Issuer made Subsidiary or the market for the Common Stock; or (xi) such material and adverse change in any certificate the market for the Company's securities or document furnished pursuant securities in general or in political, financial, or economic conditions as in the judgment of the Purchaser makes it inadvisable to proceed with the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effecttransactions contemplated hereby; (bh) On The Company shall have received state securities law or “blue sky” clearance for the sale of the Shares in states specified in writing by the Purchaser, other than states in which such clearance shall have required the Company to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (i) A Blackout Period shall not be in effect at either the date of any Tranche Election Notice or any Tranche Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will ; (j) There shall not be in full force and effectexistence on any Tranche Election Date a Registered Share Deficiency; and (ck) At No Tranche Election Notice shall be valid unless the product of the volume of shares of Common Stock traded and the closing price of the Common Stock for each trading day during the five trading days preceding the date of the relevant Tranche Closing Date equals or prior to the Closing Date, the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:exceeds $250,000.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under to consummate the transactions contemplated by this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be are subject to the satisfaction of the following additional further conditions: (a) On the Closing Date, the Trust Agreement The Sellers shall have been duly authorized, executed and delivered performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectClosing; (b) On The representations and warranties of the Sellers contained in this Agreement shall have been true and correct when made and at and as of the time of the Closing Dateas if made at and as of such time (except to the extent any such representation or warranty expressly speaks as of an earlier date, all necessary action in which case it shall be true and correct as of such date); (c) The Purchaser shall have received a certificate signed by the Sellers to the foregoing effect; (d) The Shares being sold to the Purchaser hereunder for the Purchase Price shall represent approximately 87% of the Issuer relating issued and outstanding shares of capital stock of the Company on a Fully-Diluted Basis; (e) The Sellers shall have delivered to the execution and delivery Purchaser written instruments, in forms reasonably satisfactory to the Purchaser, evidencing the termination of the Bonds will registration rights agreements set forth on Schedule 4.1(b) hereto and the Management Agreement; (f) The Sellers shall have been taken delivered to the Purchaser written instruments, in forms reasonably satisfactory to the Purchaser, evidencing the payment of the liabilities and will be in full force obligations of the Company set forth on Schedule 4.1(m) hereto, subject to the provisions of this Agreement, as well as any additional liabilities or obligations incurred by the Company since the date of this Agreement, including any and effectall liabilities or obligations associated with the transactions contemplated by this Agreement; and (cg) At or prior to The concurrent satisfaction of the Closing Dateclosing conditions in that certain Stock Purchase Agreement, dated June 2, 2008, by and between the Purchaser shall have received and Garisch for the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:purchase of 5,500,000 shares of Common Stock.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Issuer contained Company herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof of any related Terms Agreement and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay Date for the Bonds shall be subject, at the option of the Purchasersuch Notes, to the accuracy in performance and observance by the Company of all material respects covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of the representations Registration Statement or any part thereof shall have been issued and warranties no proceedings for that purpose shall have been instituted or threatened, or, to the knowledge of the Issuer contained herein as Company or any Agent, be contemplated by the Commission. (b) If specified by any related Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the date hereof and Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(e) (except that references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the statements Terms Agreement), (ii) the opinion of the officers and other officials General Counsel or the Deputy General Counsel for the Company, dated as of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of ▇▇▇▇▇▇ Law Firm, P.A., counsel for the Company, dated as of the Closing Date, to the Trust Agreement shall have been duly authorizedeffect set forth in Section 5(c), executed and delivered by (iv) the respective parties theretoopinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and shall be in full force and effect; and counsel for the Resolutions shall be in full force and effect; (b) On Purchaser, dated as of the Closing Date, all necessary action to the effect set forth in Section 5(d), and (v) a letter of Deloitte & Touche LLP, independent accountants for the Company, dated as of the Issuer relating Closing Date, to the execution and delivery of the Bonds will have been taken and will be effect set forth in full force and effect; andSection 5(f). (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The obligation of Purchaser hereby enters into to consummate the transactions contemplated in this Purchase Agreement in reliance upon are subject to the satisfaction (or waiver by Purchaser) of the following additional conditions: (i) The representations and warranties of Seller set forth in Sections 2.1, 2.2, 2.3 and 2.4 shall be true and correct in all respects at and as of the Issuer contained herein Technology Closing Date as if first made on the Technology Closing Date, and (ii) the other representations and warranties to of Seller set forth in Article II shall be contained true and correct in the documents all material respects (except for any such 36 representations and instruments to warranties that are qualified by materiality, which shall be delivered on the Closing Date true and upon the performance by the Issuer of its obligations both correct in all respects) on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof on and as of the Technology Closing Date, to the accuracy in all material respects as though first made on and as of the statements Technology Closing Date (other than representations and warranties made as of a specified date, which need be true and correct only as of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectspecified date); (b) On Seller shall have (i) performed and complied with its agreements and covenants under Section 4.3 (Financial Statements), including, for avoidance of doubt, delivery of the Audited Financial Statements pursuant to Section 4.3(c) hereof and (ii) performed and complied in all material respects with all of its other agreements and covenants required to be performed or complied with under this Agreement as of the Technology Closing; (c) There shall not have occurred, from the date of this Agreement through the Technology Closing Date, all necessary any Business Material Adverse Effect or any event or development which, individually or in the aggregate, would have a Business Material Adverse Effect; (d) No action suit, proceeding claim, arbitration or investigation before any governmental entity or before any arbitrator shall be pending that would reasonably be expected to result in an unfavorable judgment, order, decree, stipulation or injunction that would: (i) prevent consummation of the Issuer relating transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation; (e) Seller shall have delivered to Purchaser a certificate executed by an authorized officer of the Seller to the execution and delivery effect that each of the Bonds will conditions specified in clauses (a), (b), (c) and (d) of this Section 5.2 has been satisfied as of immediately prior to the Technology Closing in all respects; (f) Seller shall have given such notices and obtained in writing and at its own expense all consents and waivers referred to on Schedule 5.2(f) hereto, and Seller shall have delivered to Purchaser copies of each such fully executed notice, consent and/or waiver; (g) Seller shall have delivered to Purchaser a ▇▇▇▇ of sale and assignment and assumption agreement in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale — Technology Assets”) dated as of the Technology Closing Date and duly executed by an authorized officer of Seller; (h) Seller shall have delivered to Purchaser (i) an assignment of intellectual property in the form attached hereto as Exhibit B (the “IP Assignment Agreement — Patents”) and (ii) an assignment of intellectual property in the form attached hereto as Exhibit C (the “IP Assignment Agreement — Trademarks”), in each case dated as of the Technology Closing Date and duly executed by an authorized officer of Seller; (i) Seller shall have delivered to Purchaser a manufacturing and supply agreement in the form attached hereto as Exhibit D (the “Manufacturing Agreement”) dated as of the Technology Closing Date and duly executed by an authorized officer of Seller; 37 (j) Seller shall have delivered to Purchaser a license agreement in the form attached hereto as Exhibit E (the “License Agreement”) dated as of the Technology Closing Date and duly executed by an authorized officer of Seller; (k) ▇▇▇▇▇▇▇ Long & ▇▇▇▇▇▇▇▇ LLP, counsel to Seller, shall have delivered to Purchaser an opinion in the form attached hereto as Exhibit F, dated as of the Technology Closing Date; (l) All Liens other than Permitted Liens to which any of the Technology Assets are subject or by which any of the Technology Assets are bound shall have been taken removed and will be Seller shall have delivered to Purchaser evidence of the removal of such Liens that is reasonably acceptable to Purchaser; (m) Seller shall have delivered to Purchaser a secretary’s certificate in full force the form attached hereto as Exhibit G, dated as of the Technology Closing Date and effectduly executed by the Secretary or Assistant Secretary of Seller; and (cn) At or prior to the Closing Date, the Purchaser Seller shall have received obtained from the following documents or copies thereofSecretary of State of the State of Delaware, in each case satisfactory in form and substance delivered to the Purchaser:, a certificate of good standing of Seller.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations obligation of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of effect the Closing Date, to the accuracy in all material respects is conditional upon fulfillment or waiver of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditionsConditions: (a) On closing of a legal, tax, financial, actuarial and commercial pre-acquisition review over the Closing Date, business and records of each of the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; Companies and the Resolutions shall be results of such review being satisfactory to the Purchaser in full force its sole and effectabsolute discretion; (b) On the Warranties and the Seller’s Warranties remaining in all material respects true, accurate and not misleading at Closing Date, as if repeated at Closing and the Seller having complied in all necessary action material respects with all of the Issuer obligations herein required to be performed by it prior to Closing; (c) the Board of Directors of Vasco Data Security International, Inc having given its approval to the transactions as contemplated in this Agreement and the documents governing such transactions; (d) there shall be no material adverse effect on the condition (financial or otherwise), results of operations, assets, properties or prospects of the Company (“Material Adverse Effect”); (e) the Purchaser having received from Seller a written confirmation from the Seller’s and / or the Companies’ contracting parties that they shall not invoke the change of control provision as set out in their contract, which are listed in Schedule 4.2(e); (f) the Purchaser having received from Seller a written confirmation that any and all existing security interests relating to the execution and delivery shares and/or assets of the Bonds will Companies, which are listed in Schedule 4.2(f), have been taken released and will such release being satisfactory to the Purchaser in its sole and absolute discretion; (g) the Purchaser having received waivers of rights or consents to transfer obligations with regards to provisions of Material Contracts that may be affected by the execution of the Agreement or the consummation of the transactions contemplated thereby as set forth in full force Schedule 4.2(g); (h) the Purchaser having received from Seller the so-called VAR certificates delivered by the two (2) freelancers; being Messrs Lale and effectSteenbeeke, providing services to the Companies for the period from the start of their freelance services to the Companies in 2006 to date; and (ci) At or prior the Seller having invoked the right to terminate (recht op ontbinding) the Closing Date, framework agreement entered into by the Purchaser shall have received Seller and Alfa & Ariss (Raamwerkovereenkomst) regarding the following documents or copies thereof, in each case satisfactory in form acquisition of the entire issued and substance to outstanding share capital of Alfa & Ariss by the Purchaser:Seller.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of purchase the Purchased Shares and to pay surrender for the Bonds conversion any Acquired Notes owned by it shall be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties on the part of the Issuer Company contained herein as of the date hereof Execution Time and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer Company made in any certificate or document furnished certificates pursuant to the provisions hereof, to the performance by the Issuer Company of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On If filing of the Prospectus, or any supplement thereto, is required pursuant to the Act, the Prospectus, and any such supplement, will be filed in the manner and within the time period required by the Act; and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Purchaser and the Company shall have entered into the Swap. (c) At the Execution Time and on the Closing Date, the Trust Agreement Company shall have furnished to the Purchaser the opinion of ▇▇▇▇▇▇ ▇. Miley, Esq., Vice President, General Counsel and Secretary for the Company, dated the date of this Agreement or the Closing Date, as the case may be, to the effect that: (i) each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which its ownership or leasing of its material properties or its conduct of its material business makes such qualification necessary, except to the extent the failure, individually or in the aggregate to be so qualified or in good standing could not have a material adverse effect on the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, taken as a whole; (ii) all the outstanding shares of capital stock of the subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, any other security interests, claims, liens or encumbrances other than those arising under the Credit Agreement; (iii) the Company's authorized equity capitalization is as set forth in the Prospectus; the description of the capital stock of the Company contained in the Prospectus fairly summarizes the matters referred to therein; all of the outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of or subject to any preemptive or other rights to subscribe for the capital stock, the Acquired Shares have been duly authorized, and, when issued and delivered to and paid for by the Purchasers pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the Acquired Shares are duly authorized for trading on the New York Stock Exchange; the certificates for the Acquired Shares are in valid and sufficient form; and, except as otherwise set forth in the Prospectus, the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or similar rights to subscribe for the Acquired Shares; (iv) to the best knowledge of such counsel, there is no pending or overtly threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no contract, agreement, lease, instrument, license or other document of a character required to be described in the Registration Statement or the Prospectus, or to be filed as an exhibit, which is not described or filed as required; and the statements in the Company's most recently filed Form 10-K and 10-Q incorporated in the Registration Statement by reference under the heading "Legal Proceedings" fairly summarize the matters therein described; (v) such counsel has no reason to believe that, at the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading: (vi) this Agreement has been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectCompany; (bvii) On no consent, approval, authorization, or order or any court or governmental agency or body is required for the Closing Date, all necessary action consummation of the Issuer relating to transactions contemplated herein and the execution distribution of the Acquired Shares by the Purchaser, except such as have been obtained under the Act and such as may be required under the blue sky or foreign laws of any jurisdiction in connection with the purchase and distribution of the Acquired Shares by the Purchaser, and such other approvals (specified in such opinion) as have been obtained; (viii) neither the issuance, sale or delivery of the Bonds Purchased Shares, nor the conversion of the Acquired Notes into Additional Shares, nor the issuance or delivery of the Additional Shares, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or constitute a default under any law, rule or regulation or the Restated Certificate of Incorporation or Bylaws of the Company or the terms of any material indenture or other agreement or instrument known to such counsel and to which the Company or any of its subsidiaries is a party or bound or any judgment, order, or decree known to such counsel to be applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any of its subsidiaries; (ix) no holders of securities of the Company have been taken and will be in full force and effectrights to the registration of such securities under the Registration Statement; and (cx) At or prior (A) (in the opinion rendered at the Execution Time) assuming that the notice of redemption is mailed by first class mail on the effective date of the Registration Statement to all holders of record of Notes at the Closing Dateclose of business on such date, the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:and

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated hereby enters into this is subject to the satisfaction as of the Closing of the following conditions unless waived (to the extent that such conditions can be waived) in writing by the Purchaser: (i) The Conditions Precedent set forth in the Primary Purchase Agreement in reliance upon the shall be fulfilled. (j) The representations and warranties of the Issuer contained herein and the representations and warranties to be Seller contained in the documents ARTICLE III shall be true and instruments to be delivered correct on the Closing Date Date. (k) The Seller shall have performed and upon complied with all agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by the Seller on or before the Closing. (l) The Primary Transaction shall have been consummated, such that CGI India is the current owner of the shares of common stock of the Company previously owned by the Promoters and the Selling Shareholders and is the holder of the absolute legal control of the BioServe India (ESOP) Trust, or shall be consummated simultaneously with the Closing. (m) The completion of the buy-back of the Seventy-Five Thousand (75,000) Equity Shares held by ▇▇. ▇▇▇▇▇▇ in the Company, as further described in the Primary Purchase Agreement. (n) All authorizations, consents, waivers, approvals, or other actions legally required in connection with the execution, delivery, and performance by the Issuer Seller of its obligations both on this Agreement and as the instruments of transfer contemplated hereby and the consummation by the Seller of the date hereof transactions contemplated hereby and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement thereby shall have been duly authorized, executed and delivered by the respective parties thereto, obtained and shall be in full force and effect; and the Resolutions shall be in full force and effect;. (bo) On the Closing Date, all necessary action of the Issuer relating The Seller shall have executed and delivered to the execution Purchaser the documents set forth in Section 2.6(b) and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At such other documents or prior to the Closing Date, instruments as the Purchaser shall have received reasonably requests to effect the following documents or copies thereof, in each case satisfactory in form and substance to transactions contemplated by the Purchaser:Transaction Documents.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations obligation of the Purchaser under to consummate the transactions contemplated by this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, is subject to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Datesatisfaction or waiver, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to of each of the following additional conditions: (ai) On The Company shall have delivered to the Closing DatePurchaser a copy of the Certificate of Designations that has been filed with the Secretary of State of the State of Delaware; (ii) The Company shall have delivered to the Purchaser evidence of the issuance of the Purchased Shares to the Purchaser credited to book-entry accounts maintained by the Company; (iii) The Company shall have delivered to the Purchaser a certificate of the Secretary or Assistant Secretary of the Company certifying as to and attaching (A) the certificate of incorporation of the Company (including any amendments thereto), (B) the Trust Agreement bylaws of the Company (including any amendments thereto), (C) resolutions of the Special Committee authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Shares and the Underlying Shares and (D) the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Company, setting forth the name and title and bearing the signatures of such officers; (iv) The Company shall have delivered to the Purchaser a cross-receipt executed by the Company certifying that the Company has received from the Purchaser an amount in cash from the Purchaser equal to the Purchaser’s Funding Obligation; (v) The Company shall have delivered to the Purchaser the RRA Amendment, which shall have been duly authorized, executed and delivered by the respective parties theretoCompany; (vi) The Stockholder Consent shall have been obtained, and the Company shall have notified its stockholders of the Stockholder Consent in compliance with Delaware law; (vii) The Information Statement shall have been cleared by the Commission; (viii) The Underlying Shares (assuming increases in the Liquidation Preference (as defined in the Certificate of Designations) of such Preferred Stock as if all dividends were accrued pursuant to Section 3(b) of the Certificate of Designations at the rate set forth therein through the fifth anniversary of the Closing Date and no other increase to the Liquidation Preference (as defined in the Certificate of Designations)) shall have been reserved and approved for listing on the NYSE, subject to official notice of issuance and the expiration of the 20 calendar day waiting period under Rule 14c-2(b); (ix) The Company shall have delivered to the Purchaser an opinion from ▇▇▇▇▇▇ and ▇▇▇▇▇▇ L.L.P., counsel to the Charah Entities, in substantially the form attached hereto as Exhibit C, duly executed by such counsel and addressed to the Purchaser and dated as of the Closing Date; (x) The Company shall have delivered to the Purchaser the Company Credit Agreement Amendment, which shall be in full force and effect; effect concurrently with the Closing, and in form and substance reasonably satisfactory to the Resolutions shall be in full force and effectPurchaser; (bxi) On The Company shall have delivered to the Purchaser such other documents relating to the transactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request; (xii) Each of the (A) Company Fundamental Representations shall be true and correct, except for any de minimis inaccuracies and (B) other representations and warranties contained in Article III shall be true and correct in all respects (without giving effect to any limitation indicated by the words “Material Adverse Effect,” “in all material respects,” “material” or “materially”, other than Section 3.06 and Section 3.07), except for any inaccuracies that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in each case of the foregoing clauses (A) and (B), as of the date of this Agreement and as of the Closing Date, all necessary action as if made as of the Issuer relating such time (except to the execution extent expressly made as of an earlier date, in which case as of such date); (xiii) The Company shall have performed in all material respects all the covenants and delivery of agreements required to be performed by it hereunder prior to the Bonds will have been taken and will be in full force and effectClosing; and (cxiv) At or prior The Company shall have delivered to the Purchaser a certificate, signed by a duly authorized officer of the Company, dated as of the Closing Date, certifying that the Purchaser shall conditions set forth in Section 2.03(b)(xii) and Section 2.03(b)(xiii) have received the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:been satisfied.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall purchase any Notes will be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties on the part of the Issuer contained herein Company in Section 1 of this Agreement as of the date hereof of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(e) (except that references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the statements Terms Agreement), (ii) the opinion of counsel for the officers and other officials Company, dated as of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: effect set forth in Section 5(b) and 5(c), (aiii) On the opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Purchaser, dated as of the Closing Date, to the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties theretoeffect set forth in Section 5(d), and shall be in full force (iv) letter of the Company’s registered independent public accountants, dated as of the Time of Sale and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be effect set forth in full force and effectSection 5(f); and (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase Tranche Shares at a Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Tranche Closing Date: (a) the representations and warranties of the Issuer contained herein Company set forth in Section 2.01 of this Agreement shall be true and correct with the same force and effect as though expressly made on every date during the term of this Agreement, including each Tranche Closing Date, except for representations or warranties made as of a particular date which representations and warranties shall be true and correct as of such date; (b) the Company shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be contained in performed or satisfied hereunder at or prior to such Tranche Closing Date; (c) the documents and instruments Company shall have delivered to be delivered on the Closing Date and upon the performance Purchaser a certificate executed by the Issuer of its obligations both on and as Chairman of the date hereof Board or President and as the chief financial or accounting officer of the Closing Date. AccordinglyCompany, dated the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the applicable Tranche Closing Date, to the accuracy effect that the conditions in all material respects of clauses Section 4.01(a), (b), (h), (i), and (j) have been satisfied; (d) the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance Registration Statement shall have been declared by the Issuer of its obligations Securities and Exchange Commission (the "Commission") to be performed hereunder and effective under the Trust Agreement at Securities Act on or prior to August 1, 2004 and shall not have been withdrawn, no stop order suspending the Closing Dateeffectiveness of the Registration Statement shall be in effect, and also shall be subject to no proceedings for the following additional conditions: (a) On suspension of the Closing Date, effectiveness of the Trust Agreement Registration Statement shall have been duly authorized, executed and delivered instituted or threatened by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectCommission; (be) On the Closing DateSalvo Russell Fichter & Landau, all necessary action of the Issuer relating counsel to the execution and delivery of the Bonds will Company, shall have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, delive▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇pin▇▇▇ ▇▇ the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance satisfactory to the Purchaser:. and (f) there shall not have been (i) any domestic or international event, act, or occurrence, including, without limitation, event, act, or occurrence of terrorism, that shall have materially and adversely disrupted, or, in the opinion of the Purchaser, will in the immediate future materially and adversely disrupt, the securities markets; or (ii) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market; or (iii) an outbreak or increase in the level of major hostilities or other national or international calamity; or (iv) a banking moratorium declared by any state or federal authority; or (v) a moratorium in foreign exchange trading by major international banks or persons declared; or (vi) a material interruption in the mail service or other means of communication within the United States; or (vii) a material or substantial loss suffered by the Company by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, or from any labor dispute or court or government action, order, or decree, which will, in the discretion of the Purchaser, make it inadvisable to proceed with any portion of the transactions contemplated hereby; or (viii) any material adverse change in the business, prospects, financial condition, or results of operations of the Company; or (ix) any material governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof; or (x) passed by the Congress of the United States or by any state legislature any act or measure, or adopted by any governmental body or authoritative accounting institute or board, or any governmental executive, any orders, rules, or regulations, which the Purchaser believes likely to have a material adverse effect on the business, financial condition, or financial statements of the Company or any of the Subsidiary or the market for the Common Stock; or (xi) such material and adverse change in the market for the Company's securities or securities in general or in political, financial, or economic conditions as in the judgment of the Purchaser makes it inadvisable to proceed with the transactions contemplated hereby.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Issuer contained Company herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof of any related Terms Agreement and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay Date for the Bonds shall be subject, at the option of the Purchasersuch Notes, to the accuracy in performance and observance by the Company of all material respects covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) If filing of the representations Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and warranties any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Issuer contained herein as Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) If specified by any related Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the date hereof and Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(c) (except that references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the statements Terms Agreement); (ii) the opinion of counsel for the Company (which may be either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or an attorney employed by American Electric Power Service Corporation, an affiliate of the officers and other officials Company), dated as of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject substantially in the form delivered pursuant to Section 5(b)(1) hereof; (iii) the following additional conditions: (a) On opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, counsel for the Agents, dated as of the Closing Date, substantially in the Trust Agreement shall have been duly authorizedform delivered pursuant to Section 5(b)(2) hereof; (iv) the opinion of an attorney employed by American Electric Power Service Corporation, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On dated as of the Closing Date, all necessary action substantially in the form delivered pursuant to Section 5(b)(3) hereof; and (v) the letter of Deloitte & Touche LLP, independent accountants for the Company, dated as of the Issuer relating Closing Date, substantially in the form delivered pursuant to the execution and delivery of the Bonds will have been taken and will be in full force and effect; andSection 5(d) hereof. (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser:Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser without any liability whatsoever. Notice of such cancellation shall be given to the Company in writing or by telephone or telex or facsimile transmission confirmed in writing.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters has entered into this Purchase Agreement in reliance upon the accuracy of the representations and warranties agreements of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date in connection herewith and upon the performance by the Issuer of its obligations both on and as of hereunder at or prior to the date hereof of Closing, and as at the time of the Closing Dateany purchase by Purchaser of any Notes. Accordingly, the Purchaser’s obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall Notes will be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, subject to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, such documents and instruments in connection herewith and also shall will be subject to the following additional conditionsconditions unless such conditions are specifically waived in writing by the Purchaser: (a) On The representations and agreements of the Issuer contained herein will be true, complete and correct on the date hereof and on the date of any purchase of any Notes by the Purchaser with the same effect as if made on the date of the Closing; (b) At the time of the Closing Dateor the purchase of any Notes by the Purchaser, the Trust Agreement shall have been duly authorized, executed Indenture and delivered by the respective parties thereto, and shall other Transaction Documents will be in full force and effect; effect and will not have been amended, modified or supplemented, except as may have been agreed to by the Resolutions shall be in full force and effectPurchaser; (bc) On At the time of the Closing Dateor the purchase of any Notes by the Purchaser, all necessary action of the Issuer relating to the execution issuance and delivery sale of the Bonds will have been taken and Notes will be in full force and effect; andeffect and will not have been amended, modified or supplemented, except as may have been agreed to by the Purchaser; (cd) At or prior to the Closing Dateor the purchase of any Notes by the Purchaser, the Issuer will have performed all of its obligations required under or specified in this Agreement, the Indenture and the other Transaction Documents to which it is a party, and the Purchaser shall will have received each of the following documents or copies thereofdocuments, in each case satisfactory in form and substance reasonably acceptable to the Purchaser and its special counsel: (i) Certificate of Limited Partnership filed in the Office of the Secretary of State of State of Delaware; (ii) Initial Summary of Revenues of the Issuer; (iii) the Indenture; (iv) the Pledge and Security Agreement dated as of May 7, 2007; (v) the Irrevocable Payment Instruction Letters dates as of May 7, 2007; (vi) the Guaranty Agreement dated as of May 7, 2007; (vii) Resolutions of the Issuer, GMH, and the Guarantors related to the Transaction; (viii) Good Standing Certificates of the Issuer, GMH, and the Guarantors; (ix) Certificates as to Incumbency of the Issuer, GMH, the Guarantors; (x) Fee Letter between the Issuer and Purchaser; (xi) Delaware Financing Statement relating to the Indenture; (xii) Officer’s Certificate of the Trustee with respect to the Indenture, the Fee Letter, and any other Transaction Document to which it is a party; (xiii) UCC lien searches of the Issuer, GMH, and the Guarantors; and, (xiv) Such other documents, certificates and other written instruments as the Purchaser may reasonably require. (e) At or prior to the Closing, the Purchaser will have received each of the following legal opinions (i) in form and substance acceptable to the Purchaser and its special counsel, (ii) addressed to the Purchaser, and (iii) provided by counsel acceptable to the Purchaser, as follows: (A) Enforceability opinion of the Issuer with respect to the Indenture, this Agreement, the Notes, and any other Transaction Documents to which it is a party; (B) Enforceability opinion of GMH and the Guarantors with respect to the Guaranty Agreement and any other Transaction Document to which it they are a party; (C) Enforceability opinion of Issuer and the Guarantors with respect to the Pledge and Security Agreement, and any other Transaction Document to which it they are a party; (D) Opinion or opinions with respect to perfection and priority matters respecting the Indenture, the Pledge and Security Agreement, and the Financing Statements; (E) Opinion with respect to certain securities law matters relating to the Notes; (F) Opinion with respect to Issuer and the Guarantors and, that each has taken all necessary steps, including, without limitation, the consent of any party, to pledge the Collateral specified in the Indenture and the Pledge and Security Agreement, respectively, to the Trustee; and, (G) Such other opinions of counsel addressing such matters as the Purchaser and its special counsel, may reasonably require. (f) At or prior to the Closing, the Purchaser will have received a commitment fee in the amount of $1,000,000. If the Issuer is unable to satisfy the conditions to the obligations of the Purchaser to purchase, to accept delivery of and to pay for the Notes contained in this Agreement and the Indenture, or if the obligations of the Purchaser to purchase, to accept delivery of and to pay for the Notes are terminated for any reason permitted by this Agreement, this Agreement will terminate and the Purchaser and the Issuer will not be under further obligation hereunder, except that the obligations of the Issuer in Section 6 and in the representations and agreements of the Issuer contained herein will continue in full force and effect.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchasepurchase the Firm Units and the Option Units, to accept delivery of and to pay for as the Bonds case may be, shall be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties on the part of the Issuer Partnership Parties contained herein as of the date hereof and as of Applicable Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer Partnership Parties made in any certificate or document furnished certificates pursuant to the provisions hereof, to the performance by the Issuer Partnership Parties of its their obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On The Final Prospectus and any supplement thereto have been filed in the manner and within the time period required by Rule 424(b); any material required to be filed by the Partnership pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Partnership shall have requested and caused ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Partnership Entities, to have furnished to the Purchaser their opinion, dated the Closing Date and addressed to the Purchaser, with respect to such matters as the Purchaser shall reasonably request. (c) The General Partner shall have furnished to the Purchaser a certificate of the Partnership, signed on behalf of the Partnership by the Chief Financial Officer of the General Partner, dated the Closing Date, to the Trust Agreement shall have been duly authorizedeffect that the signer of such certificate has carefully examined the Registration Statement, executed the Disclosure Package, the Final Prospectus, any Issuer Free Writing Prospectus and delivered by the respective parties any amendment or supplement thereto, and shall be in full force this Agreement and effect; and the Resolutions shall be in full force and effect;that: (bi) On the representations and warranties of the Partnership Parties in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Partnership has complied with all necessary action of the Issuer relating to the execution agreements and delivery satisfied all of the Bonds will have been taken and will conditions on its part to be in full force and effect; and (c) At performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued, the Purchaser shall and no proceedings for that purpose have received the following documents or copies thereofbeen instituted or, in each case satisfactory in form and substance to the Purchaser:Partnership's knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall purchase any Notes will be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties on the part of the Issuer contained herein Company in Section 1 of this Agreement as of the date hereof of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(d) (except that references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the statements Terms Agreement), (ii) the opinion of counsel for the officers and other officials Company, dated as of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of Linklaters, counsel for the Purchaser, dated as of the Closing Date, to the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties theretoeffect set forth in Section 5(c), and shall be in full force (iv) letter of the Company’s registered independent public accountants, dated as of the Time of Sale and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be effect set forth in full force and effectSection 5(e); and (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into to consummate the transactions contemplated by this Purchase Agreement are subject to the satisfaction (or waiver by the Purchaser in reliance upon writing) of the following conditions as of the Closing: (a) the representations and warranties of the Issuer contained herein and the representations and warranties to be contained Acquired Company set forth in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. AccordinglyArticle III, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties of the Issuer Seller set forth in Article IV, and the representations and warranties of the Seller Shareholder set forth in Article V, disregarding all qualifications and exceptions contained herein therein relating to materiality or Material Adverse Effect, shall be true and correct as of the Closing with the same effect as though made on and as of the Closing (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date), except, in each case, (i) where the failure to be true and correct would not have a Material Adverse Effect, and (ii) the representations and warranties of the Acquired Company set forth in Section 3.04 shall have been true and correct in all respects as of the date hereof of this Agreement and the Closing; (b) from the date of this Agreement, there shall not have occurred any Material Adverse Effect regarding the Company Group, nor shall any event or events have occurred that, individually or in the aggregate, would reasonably be expected to result in Material Adverse Effect regarding the Company Group. (c) the Seller and the Acquired Company shall have performed in all material respects the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing; (d) no judgment, decree or order shall have been entered that would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (e) the Company Group shall have received and delivered to the Purchaser good standing certificates, dated within five (5) days before the Closing, from the Secretaries of State of the state of incorporation of each Member of the Company Group. (f) each person listed on Schedule 2.01(f) attached hereto shall have each executed and delivered mutually acceptable employment letters or retention letters, as applicable, with the Acquired Company; (g) the Escrow Agent and the Seller shall have each executed and delivered signatures to the Escrow Agreement to the Purchaser; (h) the Acquired Company shall have delivered to the Purchaser a certificate, dated as of the Closing Date, to stating that the accuracy preconditions specified in Section 2.01(a), Section 2.01(b), and Section 2.01(c) have been satisfied. If the Closing occurs, all material respects closing conditions set forth in this Section 2.01 that have not been fully satisfied as of the statements of the officers and other officials of the Issuer made in any certificate or document furnished pursuant Closing shall be deemed to the provisions hereof, to the performance have been waived by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Issuer contained Company herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof of any related Terms Agreement and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay Date for the Bonds shall be subject, at the option of the Purchasersuch Notes, to the accuracy in performance and observance by the Company of all material respects covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of the representations Registration Statement shall have been issued and warranties no proceedings for that purpose shall have been instituted or threatened. (b) If specified by any related Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Issuer contained herein as of the date hereof and Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(d) (except that references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the statements Terms Agreement), (ii) the opinion of the officers and other officials General Counsel, an Associate General Counsel or an Assistant General Counsel for the Company, dated as of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of Cravath, Swaine & Moor▇, ▇▇unsel for the Purchaser, dated as of the Closing Date, to the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties theretoeffect set forth in Section 5(c), and shall be in full force and effect; and (iv) the Resolutions shall be in full force and effect; (b) On letter of Ernst & Young LLP, independent accountants for the Company, dated as of the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be effect set forth in full force and effect; andSection 5(e). (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or copies thereof, if any of the opinions and certificates mentioned above or elsewhere in each case this Agreement or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancelation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties on the part of the Issuer contained Company and the Trust set forth herein as of the date hereof and as of the Closing Date, and to the accuracy in all material respects of the statements of the officers Offerors’ directors and other officials of the Issuer made in any certificate or document furnished pursuant to the provisions hereofofficers, to the performance by the Issuer Company and the Trust of their obligations hereunder, and to the following additional conditions, except to the extent expressly waived in writing by the Purchaser: (a) The Capital Securities, the Guarantee and the Junior Subordinated Debentures shall have been qualified or registered for sale, or subject to an available exemption from such qualification or registration, under the Federal securities and Blue Sky Laws of such jurisdictions as shall have been reasonably specified by the Purchaser. (b) Since the dates as of which information is given in the Annual Report: (i) There shall not have been any material adverse change, or any development involving a prospective material adverse change, in the ability of the Company or any Subsidiary to conduct their respective business (whether by reason of any court, legislative, other governmental action, order, decree, or otherwise, or in the general affairs, condition (financial and otherwise), business, prospects, properties, management, financial position or earnings, results of operations, or net worth of the Company or any Subsidiary, whether or not arising from transactions in the ordinary course of business, and (ii) Neither the Company nor any Subsidiary shall have sustained any material loss or interference from any labor dispute, strike, fire, flood, windstorm, accident. or other calamity (whether or not insured) or from any court or governmental action, order, or decree, the effect of which on the Company or any Subsidiary, in any such case described in clause (b)(i) or (ii) above, is in the reasonable opinion of the Purchaser so material and adverse as to make it impracticable or inadvisable to proceed with the private offering or the delivery of the Capital Securities on the terms and in the manner contemplated in this Agreement. (c) There shall have been furnished to the Purchaser on the Closing Date, except as otherwise expressly provided below: (i) The favorable opinion of Mette, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Company, dated as of the Closing Date, in form and substance substantially in the form and substance reasonably satisfactory to the Purchaser. (ii) The favorable opinions, dated the Closing Date, of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, counsel to the Property Trustee, the Delaware Trustee and the Debenture Trustee, and special Delaware counsel to the Trust, substantially in the form and substance reasonably satisfactory to the Purchaser. (iii) The favorable opinion, dated the Closing Date, of Blank Rome LLP, counsel to the Purchaser as to such matters as the Purchaser shall reasonably request. In rendering such opinions specified in clause (c)(ii), or (iii) above, counsel may rely upon an opinion or opinions, each dated the Closing Date, of other counsel retained by them or the Company as to laws of any jurisdiction other than the United States, the Commonwealth of Pennsylvania or the State of Delaware, provided that (A) such reliance is expressly authorized by each opinion so relied upon and a copy of each such opinion is delivered to the Purchaser, and (B) counsel shall state in their opinion that they believe that they and the Purchaser are justified in relying thereon. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Company, its obligations subsidiaries and the Trust and certificates of public officials. (d) On the Closing Date, a certificate signed by the Chairman of the Board, the President, a Vice Chairman of the Board or any Executive or Senior Vice President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Annual Report and this Agreement and that: (i) The representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed hereunder and under the Trust Agreement or satisfied at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On the Closing Date, the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (cii) At Each of the respective signatories of the certificate has carefully examined the Annual Report and any amendments thereto, and such documents contain all statements and information required to be made therein. and neither the Annual Report nor any amendment thereto includes any untrue statement of a material fact or prior omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, since the date on which the Annual Report was initially filed, no event has occurred that was required to be set forth in an amendment to the Annual Report that has not been so set forth; and (iii) Since the date on which the Annual Report was initially filed with the SEC, there has not been any material adverse change or a development involving a prospective material adverse change in the business, properties, financial condition. or earnings of the Company or any of its Subsidiaries, neither the Company nor any Subsidiary has incurred any material liability or obligation, direct or indirect, or entered into any transaction that is material to the Company or such Subsidiary, as the case may be, since such date and except as disclosed there has not been any material change in the outstanding capital stock of the Company, or any change that is material to the Company or any of its Subsidiaries in the short-term debt or long-term debt of the Company or any Subsidiary; since such date and except as so disclosed, neither the Company nor any of its Subsidiaries have incurred any material contingent obligations, and no material litigation is pending or threatened against the Company or any Subsidiary; and, since such date and except as so disclosed in writing to the Purchaser, neither the Company nor any of its Subsidiaries have sustained any material loss or interference from any strike, fire, flood, windstorm, accident or other calamity (whether or not insured) or from any court or governmental action, order, or decree. (e) Prior to the Closing Date, the Purchaser Company shall have received the following documents or copies thereof, in each case satisfactory in form and substance furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request in connection with the offering of the Capital Securities. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchaser by notice from the Purchaser to the Company at any time without liability on the part of the Purchaser:, or the Company, except for expenses to be paid by the Company pursuant to Section 5 hereof or reimbursed by the Company pursuant to Section 7 and except to the extent provided in Section 8.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser to fulfill its obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds Section 2.1 hereof shall be subject, at subject to the option satisfaction or waiver prior to the Closing of the Purchaser, to the accuracy in all material respects following conditions: (a) Each of the representations and warranties of the Issuer Company contained herein in this Agreement shall be true and correct in all material respects as of the date hereof of this Agreement and as of the Closing Date as if made on the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Agreement to be performed prior to the Closing; and the Purchaser shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Date, to the accuracy foregoing effect. (b) The Company shall have delivered to the Purchaser a duly executed Note, registered in all material respects the name of the statements of Purchaser, sufficient to evidence the officers Note to be issued and other officials of sold by the Issuer made in any certificate or document furnished pursuant Company and purchased by the Purchaser, as set forth on Exhibit A hereto, against payment therefor to the provisions hereof, Company in an amount equal to the performance by principal amount thereof. (c) The Purchaser shall have received, in form and substance reasonably satisfactory to it, (i) opinions, addressed to the Issuer of its obligations to be performed hereunder Purchaser and under the Trust Agreement at or prior to dated the Closing Date, of King & Spalding and also ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP special counsel to the Company, with respect to the indicated matters set forth in Exhibit F hereto and (ii) the opinions delivered pursuant to Sections 8.11 and 9.05 of the Stock Purchase Agreement, addressed to the Purchaser or otherwise indicated therein or in an accompanying document that they may be relied upon by the Purchasers as if addressed directly to them. (d) No party to this Agreement (other than the Purchaser) shall be subject to the following additional conditions: (a) On the Closing Date, the Trust in material breach of this Agreement unless such breach shall have been duly authorizedwaived in writing by each of the other parties to this Agreement. (e) The Company shall have obtained in writing all consents of third parties necessary to permit the consummation of the transactions contemplated by this Agreement and the Related Agreements, executed and delivered by the respective parties theretoas Previously Disclosed pursuant to Section 3.1(f) hereof, and no such consent shall contain any term or condition that the Purchaser reasonably deems to be in full force and effect; and materially disadvantageous to the Resolutions shall be in full force and effect;Company or the Purchaser. (bf) On Each of City National Bank of West Virginia and Sovereign Bancorp, Inc. shall have waived any adjustments to the Closing Date, all necessary action terms of the Issuer relating stock options issued to them pursuant to the execution Stock Option Agreement, dated May 29, 1998, between the Company and delivery each such entity, that may be required pursuant to Section 7 of such Stock Option Agreements as a result of the Bonds will have been taken and will be in full force and effect; and (c) At issuance of the Notes or prior the conversion thereof to the Closing Date, the Purchaser shall have received the following documents or copies thereofshares of Common Stock, in each case satisfactory in form and substance reasonably satisfactory to the Purchaser:.

Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Issuer contained Company herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof of any related Terms Agreement and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay Date for the Bonds shall be subject, at the option of the Purchasersuch Notes, to the accuracy in performance and observance by the Company of all material respects covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of the representations Registration Statement or any part thereof shall have been issued and warranties no proceedings for that purpose shall have been instituted or, to the knowledge of the Issuer contained herein as Company, threatened by the Commission. (b) If specified by any related Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the date hereof and Company, dated as of the Closing Date, to the accuracy effect set forth in all material respects Section 5(d) (except that references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the statements Terms Agreement), (ii) the opinion of Cozen O'Connor, counsel for the officers and other officials Com▇▇▇▇, ▇▇ted as of the Issuer made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: effect set forth in Section 5(b), (aiii) On the opinion of Chapman and Cutler LLP, couns▇▇ ▇▇▇ the P▇▇▇▇▇▇er, dated as of the Closing Date, to the Trust Agreement shall have been duly authorized, executed and delivered by the respective parties theretoeffect set forth in Section 5(c), and shall be in full force and effect; and (iv) a letter of Deloitte & Touche LLP, independent accountants for the Resolutions shall be in full force and effect; (b) On Company, dated as of the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be effect set forth in full force and effect; andSection 5(e). (c) At or prior Prior to the Closing Date, the Purchaser Company shall have received furnished to the following Purchaser such further information, certificates and documents as the Purchaser may reasonably request. (d) There shall not have occurred: (i) any change in the capital stock or copies thereoflong-term debt of the Company or its Subsidiary or any change, or any development involving a prospective change, in each or affecting the general affairs, management, stockholders' equity, business, properties, condition (financial or other), results of operations or prospects of the Company and its Subsidiary, which in the judgment of the Agents, materially impairs the investment quality of the Notes; (ii) any decrease in the rating of any of the Company's debt securities or preferred securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change; (iii) a suspension in trading in any of the Company's securities by the Commission or a suspension in trading securities generally on the New York Stock Exchange or the establishment of limited trading or minimum prices on such Exchange; (iv) a declaration of a banking moratorium by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of a national emergency or war by the United States, an act of terrorism committed against the United States or any of its nationals or properties; or (vi) the occurrence of such a calamity or crisis or such a material adverse change in general domestic or international economic, political or financial conditions, including without limitation as a result of terrorist activities (and including a material adverse effect of international conditions on the financial markets in the United States), that in the judgment of the Agents, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Notes or the purchase of Notes from the Company as principals pursuant to a Purchase Agreement, as the case may be. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or if any of the opinions and certificates mentioned above or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Term Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser:. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The Purchaser hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein and the representations and warranties to be contained in the documents and instruments to be delivered Purchaser’s obligations on the Closing Date and upon the performance by the Issuer of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, subject to the accuracy in all material respects of the representations and warranties on the part of the Issuer Company and the Trust contained herein as of the date hereof and as of time that this Agreement is executed (the “Execution Time”) and the Closing Date, to the accuracy in all material respects of the statements of the officers Company and other officials of the Issuer Trust made in any certificate or document furnished certificates pursuant to the provisions hereof, to the performance by the Issuer Company and the Trust of its their obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) On The Company shall have furnished to you the opinion of Jones, Walker, Waechter, Poitevent, Carrère & D▇▇▇▇▇▇ LLP, special counsel for the Company, dated the Closing Date, addressed to you, in substantially the form set out in Annex A hereto. (b) The Company shall have furnished to you the opinion of Jones, Walker, Waechter, Poitevent, Carrère & D▇▇▇▇▇▇ LLP, special tax counsel for the Company, dated the Closing Date, containing such assumptions, qualifications and limitations as shall be reasonably acceptable to you and your counsel to the effect that for U.S. federal income tax purposes, the Subordinated Debt Securities will constitute indebtedness of the Company, in substantially the form set out in Annex B hereto. (c) You shall have received the opinion of M▇▇▇▇▇ ▇▇▇▇▇ LLP, special Delaware counsel for the Company and the Trust, dated the Closing Date, addressed to you, in substantially the form set out in Annex C hereto. (d) You shall have received the opinion of M▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Guarantee Trustee, the Institutional Trustee, the Delaware Trustee and the Indenture Trustee, dated the Closing Date addressed to you, in substantially the form set out in Annex D hereto. (e) The Company shall have furnished to you a certificate of the Company, signed by the President or a Vice President and by a Treasurer or Chief Financial Officer of the Company, dated the Closing Date, to the effect that: (i) the representations and warranties of the Company and the Trust in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust have complied with all the agreements and satisfied all the conditions on either of their part to be performed or satisfied at or prior to the Closing Date; and (ii) since the date of the most recent financial statements provided to the Purchaser, there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business. (f) Subsequent to the Execution Time there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Company and its subsidiaries the effect of which, is, in your reasonable judgment, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Debt Securities. (g) Prior to the Closing Date, the Company and the Trust Agreement shall have furnished to you such further information, certificates and documents as you may reasonably request. (h) At the Closing Date, each of the Operative Documents shall have been duly authorized, executed and delivered by the respective parties each party thereto, and copies thereof shall have been delivered to you. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Agreement shall not be in full force and effect; and the Resolutions shall be in full force and effect; (b) On the Closing Date, all necessary action of the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect; and (c) At or prior to the Closing Date, the Purchaser shall have received the following documents or copies thereof, in each case material respects reasonably satisfactory in form and substance to you, this Agreement and all the Purchaser:’s obligations hereunder may be canceled at, or at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Company and the Trust in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser hereby enters into this Purchase Agreement in reliance upon to purchase Tranche Shares at each Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Closing Date: (a) the representations and warranties of the Issuer contained herein Company set forth in Section 3 of this Agreement shall be true and correct with the representations same force and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer of its obligations both effect as though expressly made on and as of the date hereof and such Closing Date, except for representations or warranties stated to be made as of the Closing Date. Accordinglya particular date, the obligations of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the which representations and warranties shall be true and correct as of such date; (b) the Company shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; (c) the Company shall have delivered to the Purchaser (i) a certificate executed by the Chairman of the Issuer contained herein Board or President and the chief financial or accounting officer of the Company, dated as of the date hereof and as of the such Closing Date, to the accuracy effect that the conditions in all material respects clauses (a), (b), (f), (h) and (i) have been satisfied, (ii) a certified copy of the statements resolutions of the officers Company’s Board of Directors (the “Board”) authorizing the execution and other officials performance of this Agreement, (iii) a certified copy of the Issuer made in any Company’s operating agreement, (iv) a certified copy of the Company’s certificate or document furnished pursuant of formation. (d) the Company, hereby warrants and represents to the provisions hereof, to the performance by the Issuer of its obligations to be performed hereunder and under the Trust Agreement at or prior to the Closing Date, and also shall be subject to the following additional conditionsPurchaser that: (ai) On the Closing DateCompany and each of the Subsidiaries (as defined below) are duly incorporated, the Trust Agreement shall have been duly authorized, executed validly existing and delivered by the respective parties thereto, and shall be in full force and effect; and the Resolutions shall be in full force and effectgood standing; (bii) On the Closing Date, all necessary action Company and each of the Issuer relating Subsidiaries are qualified to do business in each jurisdiction in which such qualification is necessary; (iii) the execution Company and delivery each of the Bonds will have been taken Subsidiaries has all requisite corporate power and will be in full force authority to own or lease its assets and effect; andother properties and to conduct its business as is currently conducted; (civ) At or prior the Company has all requisite corporate power and authority to execute and deliver the Closing DateAgreement, to sell and issue the Purchaser shall have received applicable Tranche Shares and to otherwise carry out and perform its obligations under the following documents or copies thereof, in each case satisfactory in form and substance to the Purchaser:Agreement;