Common use of Due Diligence Clause in Contracts

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) Each Seller will permit, and will cause each other Relevant Party to permit, Repo Agent or its designated representative to inspect any of such party’s records with respect to all or any portion of the Authority has delivered Purchased Loans and other Repurchase Assets subject to a Transaction or made proposed by such Seller to be subject to a Transaction, the Transaction Documents, and the conduct and operation of its business related thereto (including without limitation its platform, servicers, vendor management, policies and procedures, operations and asset-level diligence) upon reasonable prior notice at such reasonable times and with reasonable frequency requested by Repo Agent or its designated representative and to make copies of extracts of any and all thereof. Repo Agent (and its agents and professional advisors) shall treat as confidential any information obtained during the aforementioned examinations which is not already publicly known or available; provided, however, that Repo Agent (and its agents or professional advisors) may disclose such information if required to do so by law or by any regulatory authority. Upon notice and during regular business hours, each Seller agrees to promptly provide and to cause each other Relevant Party to promptly provide Repo Agent (and its agents or professional advisors) with access to, copies of and extracts from any and all documents, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) Repo Agent (and its agents or professional advisors) may reasonably require in order to conduct periodic due diligence relating to the Purchased Loans and the other Repurchase Assets, the Relevant Parties and Servicer, as applicable, in connection with any Transaction or the Transaction Documents, in each case on both a pre- and post-funding basis. Each Seller will (and shall cause each other Relevant Party to) make available to the Supplier all of the information Repo Agent (and documents that the Supplier considers necessary its agents or relevant professional advisors) knowledgeable financial, accounting, legal and compliance officers for the purpose of answering questions with respect to such Person, the Purchased Loans, the other Repurchase Assets and the performance by such Person of its obligations under the Transaction Documents, and to assist in Repo Agent’s diligence. In addition, each Seller shall provide, or shall cause any each other Relevant Party, as applicable, to provide, Repo Agent (and its designated representatives) from time to time, at their discretion and upon reasonable prior notice to the relevant Person, with access to such Person to visit and inspect the offices of such Person and inspect any of such Person’s records with respect to all or any portion of the Purchased Loans and the other Repurchase Assets, the Transaction Documents, and the conduct and operation of its business related thereto upon reasonable prior notice at such reasonable times and with reasonable frequency requested by Repo Agent or its designated representative and to make copies of extracts of any and all thereof. All reasonable out-of-pocket costs and expenses actually incurred by Repo Agent (and its agents or professional advisors) in connection with the due diligence and other matters outlined in this Agreement;Section 20(a) shall be paid by Sellers. (b) it Without limiting the provisions of Section 20(a) of this Agreement, each Seller acknowledges that Repo Agent intends and may, but shall not be obligated, in connection with the Transactions proposed to be consummated on each Purchase Date require due diligence reviews in scope provided by Sellers to Repo Agent and satisfactory to Repo Agent in Repo Agent’s reasonable discretion (each, a “Due Diligence Review”), in each case at such Seller’s sole cost and expense. In addition, Sellers shall provide Repo Agent with a report containing all Due Diligence Reviews for all Purchased Loans subject to Transactions under this Agreement on a bi-weekly basis, beginning two weeks after the initial Purchase Date. Each Seller agrees that Repo Agent, at its option and Buyer’s expense, has made the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Loans and other Repurchase Assets, including, without limitation, ordering new credit reports and Appraisals on the applicable Mortgaged Properties and otherwise regenerating the information used to originate such Purchased Loans. The fact that Repo Agent has conducted or has failed to conduct any partial or complete examination of the Purchased Loan Documents, the Purchased Loans or the other Repurchase Assets shall not affect Repo Agent’s or Buyer’s (or any of its own enquiries successor’s) rights to satisfy itself as demand repurchase, indemnification or other relief or remedy to the accuracy extent provided under this Agreement or any other Transaction Document. Each Seller shall cooperate with Repo Agent and adequacy of the Due Diligence Information;its designated representatives in connection with any such due diligence review. (c) it has satisfied itself (whether by inspection or having raised all relevant If either Seller provides notice to Buyer and Repo Agent that the due diligence questions reviews described in Section 20(b) will not be available prior to such Purchase Date with the Authority before the Effective Date) of respect to a Mortgage Loan proposed to be included in a Transaction on such Purchase Date (any such Mortgage Loan, a “Post-Purchase Diligence Loan”), then such Seller must provide such due diligence reviews no later than two weeks after such Purchase Date or such Post-Purchase Diligence Loan shall not be an Eligible Loan. Repo Agent may, but shall not be obligated, conduct due diligence reviews on all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing such Post-Purchase Diligence Loans and (to the extent that it any Post-Purchase Diligence Loan for which a material exception is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment found that is not suitable for cured by the provision applicable Seller within two days of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected notice thereof or waived by Repo Agent in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier its sole discretion shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Informationan Eligible Loan. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The 5.1 Subject to Clause 5.5, the Supplier acknowledges that, subject to the Allowable Assumptions: (a) that the Authority has delivered or made available the Due Diligence Information and consequently the Supplier shall be deemed to have: 5.1.1 satisfied itself of all details relating to the Supplier all nature of the Service Requirements; 5.1.2 been supplied with sufficient information and documents that satisfied itself about all relevant aspects of the Supplier considers necessary or relevant for the performance of its obligations under this AgreementService Environment; (b) it has made its own enquiries to satisfy 5.1.3 satisfied itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Deployed Services of the Authority Assets; and; (v) 5.1.4 raised all relevant due diligence questions with the existing contracts (including any licences, support, maintenance Authority before the Effective Date and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has have advised the Authority in writing of: (ia) each aspect, if any, any aspect of the Operating Service Environment that is not suitable for the provision of the Deployed Services; (iib) the proposed actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) accommodate any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure Service Environment and a timetable for such actions, which shall have been taken into consideration by the Supplier in the Implementation Plan and the Project Plan; and 5.1.5 made its own enquiries to satisfy itself as to the accuracy and/or adequacy and completeness of the Due Diligence Information. 2.3 The Parties shall comply with 5.2 Subject to Clause 5.5, the provisions Supplier acknowledges that: 5.2.1 the Authority has relied upon the Supplier's expertise and professionalism in the carrying out of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) all due diligence activities in relation to this Contract including the requesting of and verification of all Due Diligence Information; and 5.2.2 the Due Diligence Information, together with the Supplier's own expertise and working knowledge of the Authority's operations, are sufficient to enable the Supplier to satisfy itself that it is able to perform its obligations under this Contract. 5.3 Subject to Clause 5.5, the Supplier shall not be entitled to any Allowable additional payment, nor be excused from any liability under this Contract, and has no right to make a Claim against the Authority as a result of: 5.3.1 the Supplier having failed to inspect the Service Environment or failed to notify the Authority of any actions to accommodate the unsuitability of the Service Environment in accordance with Clause 5.1.4; 5.3.2 the Supplier misinterpreting any matter or fact relating to the Service Requirements, or the functions, facilities, condition or capabilities of the Service Environment or the Authority Assets; or 5.3.3 the Supplier having failed to review the Due Diligence Information or any documents referred to in the Due Diligence Information. 5.4 No warranty, representation or undertaking (whether express or implied) is given by the Authority as to the accuracy, completeness, adequacy or fitness for purpose of any Due Diligence Information or that such information constitutes all of the information relevant or material to the Service Requirements, the Authority Assets and the Deployed Services. Accordingly, all liability on the part of the Authority in connection with: 5.4.1 the content of any Due Diligence Information; and 5.4.2 any representations or statements made in respect of any Due Diligence Information, is excluded to the extent permitted by Law, except to the extent of any fraudulent misrepresentation. 5.5 At the Effective Date the Parties acknowledge that the Supplier has not had the opportunity to perform full surveys for all of the Service Environment for the purpose of Clauses 5.1 to 5.3 and that following the Effective Date the Supplier shall undertake the Post-Effective Date Surveys. As a consequence, the Authority has permitted the Supplier to make certain Survey Assumptions in respect of the Service Environment as set out in Appendix 3 of Schedule 5.1 (Milestone Payments and Claims Procedure) and the provisions set out in paragraph 15 of Schedule 5.1 (Milestone Payments and Claims Procedure) shall apply in respect of the Survey Assumptions. The Parties agree that Clauses 5.1 to 5.3 shall apply in full in respect of those particular aspects of the Service Environment that are subject to the Post-Effective Date Surveys, once those additional surveys have been completed. 5.6 Except as provided in Clause 5.5, the Supplier acknowledges that there shall not be any due diligence or joint verification with the Authority after the Effective Date.

Due Diligence. 2.1 The Supplier acknowledges that5.1 LICENSEE shall use its best efforts and due diligence, subject taking into account the financial condition of LICENSEE and general business and market conditions, to proceed earnestly and assiduously with the research, development and commercialization, including manufacture and sale, of LICENSED PRODUCTS in each LICENSED FIELD during the period of this LICENSE AGREEMENT. 5.2 In particular, LICENSEE will use its best efforts, taking into account the financial condition of LICENSEE and general business and market conditions, to meet all obligations under the performance milestones set forth in Exhibit B, which is attached hereto. Substantial variations of Exhibit B must be expressly approved by UNIVERSITY in writing, such approval not to be unreasonably withheld. Any efforts and activities undertaken by LICENSEE’s AFFILIATES or sublicensees will be treated as LICENSEE’s efforts and activities for purposes of determining LICENSEE’s compliance with the terms of this Article 5. 5.3 If LICENSEE fails to meet or achieve any of Milestones C through P set forth in Exhibit B, then UNIVERSITY shall be entitled to revise the LICENSE AGREEMENT to exclude a SPECIFIC LICENSED FIELD from the then-existing LICENSED FIELD; provided, however, that LICENSEE, in its sole discretion, shall have the right to designate which SPECIFIC LICENSED FIELD shall be excluded from this LICENSE AGREEMENT. LICENSEE shall designate the SPECIFIC LICENSED FIELD to be so excluded by written documentation to UNIVERSITY within 30 days of notice from UNIVERSITY of LICENSEE’s failure to meet or achieve any Milestone C through P (the “DESIGNATION PERIOD”). In the event that LICENSEE fails to designate the SPECIFIC LICENSED FIELD prior to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all expiration of the information DESIGNATION PERIOD, then UNIVERSITY, at its sole discretion, shall be entitled to select the SPECIFIC LICENSED FIELD to be excluded from the then-existing LICENSED FIELD; provided, however, that UNIVERSITY shall not exclude from this LICENSE AGREEMENT any SPECIFIED LICENSED FIELD for which LICENSEE has previously provided a detailed commercialization plan or in which LICENSEE or its sublicensees or AFFILIATES have made a commercial sale of LICENSED PRODUCT. In such event, UNIVERSITY shall select the SPECIFIC LICENSED FIELD to be excluded and documents that the Supplier considers necessary or relevant for LICENSE AGREEMENT shall be amended by UNIVERSITY to reflect any the performance exclusion of its obligations under such SPECIFIC LICENSED FIELD from this Agreement; LICENSE AGREEMENT within thirty (b30) it has made its own enquiries to satisfy itself as to the accuracy and adequacy days of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability expiration of the existing DESIGNATION PERIOD. 5.4 The milestones set forth in Exhibit B shall be delayed upon, and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) amount of time necessary to correct or adjust for, the ownershipoccurrence of events beyond the reasonable control of LICENSEE, functionalityif such events have a direct negative and material impact on the ability of LICENSEE or LICENSEE’s AFFILIATES to achieve the respective milestone despite LICENSEE’s best efforts, capacitytaking into account the financial condition of LICENSEE and general business and market conditions, condition to overcome such events. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and suitability for use in such confidential portions have been deleted and filed separately with the Services Securities and Exchange Commission pursuant to Rule 24b-2 of the Authority Assets; and (v) the existing contracts (including any licencesSecurities Exchange Act of 1934, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicableamended. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 A2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable., 2.2 A2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges thatUp to one (1) time each calendar year, subject at such times during normal business hours as are reasonably convenient to the Allowable Assumptions: Borrower, the Servicer or the Custodian, as the case may be, at the sole cost and expense of the Servicer (aprovided that such costs and expenses shall be limited to $[***] per annum unless an Early Amortization Event, a Termination Event, Unmatured Termination Event, Unmatured Servicer Termination Event or Servicer Termination Event shall have occurred) and upon reasonable request of the Authority has delivered or made available Secured Parties and prior written notice to the Supplier Borrower, the Servicer or the Custodian, as the case may be, the Borrower, the Servicer or the Custodian, as the case may be, shall permit such Person or Persons as the Secured Parties may designate to conduct, on behalf of all of the information them, audits or to visit and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy inspect any of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability properties of the existing and (to Borrower, the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts Servicer (including any licencesSubservicer) or the Custodian where the Receivable Files are located, supportas the case may be, maintenance to examine the Receivable Files, internal controls and other agreements relating procedures maintained by the Borrower, the Servicer or the Custodian, as the case may be, and take copies and extracts therefrom, and to discuss the affairs of the Borrower, the Servicer (including any Subservicer) or the Custodian with their respective officers and employees (which employees, except after the occurrence of an Early Amortization Event, a Termination Event, Unmatured Termination Event, Unmatured Servicer Termination Event or Servicer Termination Event, shall be designated by the Borrower, the Servicer or the Custodian, as the case may be) and, upon written notice to the Operating Environment) referred Borrower, the Servicer or the Custodian, as the case may be, independent accountants; provided, further, that after the occurrence of a Termination Event, Unmatured Termination Event, Unmatured Servicer Termination Event or Servicer Termination Event, the Secured Parties or its representatives shall be permitted to in take the Due Diligence Information which foregoing actions without being subject to any limitation on the number of audits, visits or inspections that may be novated toconducted during a calendar year and such audits, assigned to visits or managed by inspections shall be at the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision sole cost and expense of the ServicesServicer; and provided, that the Secured Parties and its representatives shall make reasonable efforts to coordinate, and provide 30 days’ prior written notice of, such audits, visits and inspections. The Borrower, the Servicer or the Custodian, as the case may be, hereby authorizes such officers, employees and independent accountants (dand the Servicer shall cause each Subservicer to authorize such officers, employees and independent accountants) it has advised to discuss with the Authority in writing of: (i) each aspectSecured Parties and its representatives, if any, the affairs of the Operating Environment that is not suitable Borrower, the Servicer or the Custodian, as the case may be. The Servicer shall reimburse the Secured Parties for the provision all reasonable fees, costs and expenses incurred by or on behalf of the Services; (ii) Secured Parties in connection with the foregoing actions needed promptly upon receipt of a written invoice therefor. Any audit provided for herein shall be conducted in accordance with the rules of the Borrower, Servicer and Custodian respecting safety and security on its premises and without materially disrupting operations. Nothing in this subsection shall affect the obligation of the Servicer or Custodian to remedy each such unsuitable aspect; and (iii) a timetable for and, to observe any Applicable Law prohibiting the extent that such costs are to be payable to disclosure of information regarding the Supplier, the costs of those actionsObligors, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from failure of the performance of any of its obligations under this Agreement on the grounds of, nor, subject Servicer or Custodian to Clause 2.3, shall the Supplier be entitled provide access to recover any additional costs or charges, arising information as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation such obligation shall not constitute a breach of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Informationthis subsection. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all Purchaser shall have completed its due diligence investigation of the information Purchased Assets and documents shall not have discovered any fact, circumstance, transaction or event of which Purchaser did not have notice as of the date hereof and that constitutes a material breach of the representations and warranties of Sellers set forth herein; provided, however, that Purchaser shall not be entitled to rely on the condition set forth in this Section 9.3(f) at any time after the earlier of the date on which Purchaser completes such investigation and April 1, 2005; provided, however, that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (foregoing limitations shall not apply to the extent that it is defined or reasonably foreseeable at the Effective Date(i) future Operating Environment; Sellers have not complied with their obligations under Section 6.1 hereof and (iiiii) the operating processes Purchaser has provided Sellers with prior written notice of, and procedures and the working methods a reasonable opportunity to cure, such non-compliance. For purposes of the Authority; (iv) the ownershippreceding sentence “material breach” shall mean facts, functionalitycircumstances, capacity, condition and suitability for use transactions or events which alone or in the Services aggregate would, or would reasonably be expect to equal or exceed One Million and No/100 ($1,000,000) Dollars. Sellers agree to fully cooperate with Purchaser and to provide, in a timely manner, all documents and information requested in respect of Purchaser’s due diligence investigation of the Authority Purchased Assets; and . If prior to Closing, Purchaser delivers written notice to Sellers claiming that Sellers have failed to cooperate with Purchaser, (vwhich notice shall set forth in detail the claimed failure to cooperate), and if Sellers shall fail or refuse to cure such claim within five (5) the existing contracts (including any licencesBusiness Days of receipt of such notice, supportthen Purchaser may deliver a second written notice to Sellers terminating this Agreement effective upon delivery of said second notice, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated tothereupon, assigned to Purchaser shall have no obligation or managed by the Supplier liability under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Servicessaid termination; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that‌ 3.1 Except as expressly provided in this Agreement, subject no representations, warranties or conditions, express or implied, statutory or otherwise (including as to condition, quality, satisfactory quality, accuracy, performance or fitness for purpose) are given by the DCC in respect of any of the following:-‌ 3.1.1 the End-to-end Smart Metering System; 3.1.2 the Procurement Information; 3.1.3 the SMETS; 3.1.4 the Standards; 3.1.5 DCC Requirements; 3.1.6 the Smart Metering Programme; or 3.1.7 any other matter, (collectively, the "Excluded Matters") and any such representations, warranties or conditions are excluded, except to the Allowable Assumptions:extent prohibited by Law. (a) the Authority has delivered or made available to the Supplier all of the information 3.2 The Contractor acknowledges and documents agrees that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;it:- (b) it 3.2.1 has made and shall make its own enquiries enquiries, analysis and review to satisfy itself as to the accuracy accuracy, completeness, fitness for purpose and adequacy of any information (including relating to the Due Diligence InformationExcluded Matters) supplied to it (or any person acting on its behalf) by or on behalf of the DCC or any person acting on behalf of the DCC; (c) it 3.2.2 has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority DCC before the Effective Signature Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and 3.2.3 has entered into this Agreement in reliance on its own due diligence alone. 3.3 The Contractor (v) without prejudice to any express obligations or warranties of the existing contracts (including any licences, support, maintenance and other agreements relating DCC set out in this Agreement or to the Operating Environment) referred to Contractor's express rights and remedies set out in the Due Diligence Information which may be novated tothis Agreement):- 3.3.1 agrees that, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in entering into this Agreement, including it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of DCC at any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of:time in relation to:-‌ (a) any unsuitable aspects the subject-matter of the Operating Environment;this Agreement; and/or (b) any misinterpretation of the Authority RequirementsExcluded Matters, (the "Procurement Information");‌ 3.3.2 waives all rights and remedies (including for breach of contract, in tort, in negligence and under any other legal theory) which might otherwise be available to it in relation to any of the Procurement Information; and‌ 3.3.3 shall not make any Claim against the DCC whether in contract, tort, negligence or otherwise, including any Claim in damages, for any Loss, extension of time or for additional payments or pricing adjustments in connection with this Agreement on the grounds:- (a) of any misunderstanding or misapprehension in respect of any Procurement Information; and/or (cb) that any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence InformationProcurement Information is incorrect, incomplete or insufficient. 2.3 The Parties 3.4 Subject to Clause 44.1.2 (Limitations on Liability), where the DCC (or anyone acting on its behalf) has provided the Contractor with incorrect or insufficient Procurement Information, the Contractor shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges except as otherwise expressly stated in this Agreement) not be relieved from any obligation under this Agreement and Invoicing) in relation shall not be entitled to the verification of Claim any Allowable AssumptionsLoss.

Due Diligence. 2.1 3.2.1. The Supplier acknowledges Contractor represents that, subject during the procurement process, it conducted its Due Diligence by examining and becoming thoroughly familiar with each of the elements of the existing State systems, as described in the RFP, without limitation, including the: physical items, facilities, Services and functions essential to the Allowable Assumptionssatisfactory implementation and operation of CIVLS and the Services to be provided pursuant to this Agreement. The Contractor acknowledges that the representations set forth in §8.2 of the RFP are hereby reaffirmed in this Agreement for the duration of the Agreement; including any Warranty Period and Maintenance Period. 3.2.2. The Contractor represents that Contractor does not believe that there were any discrepancies or inaccuracies in the information assembled in the RFP, any Schedules thereto, observations and any information otherwise provided by the State. 3.2.3. Contractor certifies, warrants and represents that it had the opportunity to: (a) the Authority has delivered or made available 3.2.3.1. Review all relevant physical items, facilities, Services and functions essential to the Supplier satisfactory implementation and operation of CIVLS. Further, Contractor certifies, warranties and represents that all such items, facilities, Services and functions are included in this Agreement and there are no discrepancies in the design of CIVLS that would impede the successful operation of CIVLS, or any phase thereof; 3.2.3.2. Ask questions as seen fit, throughout the Proposal submission and contract negotiation periods, pertinent to CIVLS, the capacity of the information State to achieve its objectives, the available Due Diligence resources, and documents that to review other proposers' questions and 3.2.3.3. Conduct all Due Diligence prior to the Supplier considers necessary or relevant for the performance submission of its obligations under Proposal and/or its negotiation and execution of this Agreement. 3.2.4. Contractor certifies, warrants and represents that: 3.2.4.1. Its failure to investigate and verify facts shall, in no way, be cause for future Claim of ignorance of such facts or conditions, nor shall such failure to investigate and verify be the basis for any claim whatsoever, monetary or otherwise; 3.2.4.2. No additional licenses or authorizations are necessary to accomplish implementation of CIVLS with the exception of those expressly identified in Attachment 3 of Schedule A. However, in the event additional license or authorizations are necessary, the Contractor shall pay for all permits, licenses and fees, give all required or appropriate notices and comply with all applicable federal, state and/or municipal laws or regulations. 3.2.4.3. It is responsible for all aspects of CIVLS design, including verification of data relating to the design requirements and specifications, and hereby confirms that CIVLS is and will be designed in accordance with the requirements and specifications of the RFP and this Agreement; (b) it 3.2.4.4. It is solely responsible for resolving any issues resulting from the failure to conduct Due Diligence and shall be responsible for any costs that may result during the implementation of any CIVLS Release or any component thereof, including, but not limited to, adherence to design requirements and specifications, pricing, transition plans and migration strategy; and, 3.2.4.5. It has made its own enquiries to satisfy itself as been responsible for specifying any changes and disclosing any new costs prior to the accuracy execution of this Agreement. Thus, in the event any changes or costs are disclosed by the Contractor, or otherwise required, during the implementation of any CIVLS Release or any component thereof, the sole responsibility for any design modification, delay and adequacy costs of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions such changes shall reside with the Authority before Contractor. The Contractor shall be responsible, at its sole cost and expense, for any additional Deliverables, products or Services necessary to meet the Effective Date) specifications and requirements of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 Borrower acknowledges that the Lender, at the expense of the Borrower, has the right to perform and/or appoint a third party to perform, reasonable continuing due diligence reviews with respect to Borrower, the Servicing Rights, and the other Collateral, for purposes of verifying compliance with the representations, warranties, and specifications made hereunder and under the other Facility Documents, or otherwise. The Supplier acknowledges thatBorrower agrees that the Lender and its Authorized Representatives will be permitted during normal business hours upon prior written notice to examine, subject inspect, make copies of, and make extracts of, any and all documents, records, agreements, instruments or information relating to the Allowable Assumptions: (a) Collateral or ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, HUD or ▇▇▇▇▇▇ ▇▇▇ in the possession of the Borrower; provided, however, the foregoing shall not apply with respect to any information that the Borrower is required by ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, HUD, ▇▇▇▇▇▇ ▇▇▇, any Governmental Authority has delivered or made available a Requirement of Law to keep confidential. Notwithstanding anything to the Supplier contrary herein, the Borrower shall reimburse the Lender for any and all reasonable and documented out-of-pocket costs and expenses (including without limitation, any reasonable costs and expenses of any Valuation Agent) incurred by the information Lender and documents its respective designees and appointees in connection with the ongoing due diligence and auditing activities with respect to Borrower’s origination and servicing business. The Borrower further agrees that the Supplier considers necessary Lender and its Authorized Representatives will be permitted during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or relevant for at any time during the performance continuance of an Event of Default, to examine, copy and make extracts from the Servicing Records, any and all documents, records, agreements, instruments or information relating to the Pledged Servicing Rights and related Loans in the possession of, or under the control of, ▇▇▇▇▇▇▇▇, or Borrower’s books and records (provided the foregoing shall not apply with respect to any information that the Borrower is required by ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, HUD, ▇▇▇▇▇▇ ▇▇▇, any other Governmental Authority or a Requirement of Law to keep confidential), to inspect any of its obligations under this Agreement; (b) it has made Properties, and to discuss its own enquiries to satisfy itself as to the accuracy business and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised affairs with its officers, all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined reasonably requested by ▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇▇ and any third party due diligence agent or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes underwriter in connection with any such due diligence performed hereunder, including, but not limited to, providing Lender and procedures any third party diligence agent or underwriter with access to any and the working methods of the Authority; (iv) the ownershipall documents, functionalityrecords, capacityagreements, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements instruments or information relating to the Operating Environment) referred to Pledged Servicing Rights and related Loans in the Due Diligence Information which may be novated topossession of, assigned to or managed by under the Supplier under this Agreement and/or which control of, ▇▇▇▇▇▇▇▇ (provided the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier foregoing shall not be excused from apply with respect to any information that the performance Borrower is required by ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, HUD, ▇▇▇▇▇▇ ▇▇▇, any other Governmental Authority or a Requirement of any of its obligations under this Agreement on the grounds of, nor, subject Law to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Informationkeep confidential). 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier (a) Seller acknowledges thatthat Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, the Seller Parties and Servicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Seller agrees that upon reasonable prior notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Seller shall provide (or shall cause any other Seller Party or Servicer, as applicable, to provide) reasonable access to Buyer and any of its agents, representatives or permitted assigns to the offices of Seller, such other Seller Party or Servicer, as the case may be, during normal business hours and permit them to examine, inspect, and make copies and extracts of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such party. (b) Seller agrees that it shall, promptly upon reasonable request of Buyer, deliver (or shall cause to be delivered) to Buyer and any of its agents, representatives or permitted assigns copies of any documents permitted to be reviewed by Buyer in accordance with Article 26(a). (c) Seller agrees to make available (or to cause any other Seller Party or Servicer, as applicable, to make available) to Buyer and any of its agents, representatives or permitted assigns (i) in person at the time of any inspection pursuant to Article 26(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Seller, such other Seller Party or Servicer, as the case may be, for the purpose of answering questions about any of the foregoing Persons, or any other matters relating to the Transaction Documents or any Transaction that Buyer reasonably needs to discuss with such Person. (d) Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third-party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of any Seller Party or any Affiliate thereof. (e) Seller hereby acknowledges and agrees that Buyer shall have the right to commission and order an Appraisal of any Mortgaged Property at any time and from time to time, and Seller shall be responsible for the out of pocket costs and expenses incurred by Buyer in obtaining one such Appraisal for the Mortgaged Property or Properties securing a Purchased Asset during any twelve (12) consecutive month period, commencing with the second year after the related Purchase Date. Seller shall cooperate with Buyer in connection with the commission or order of any Appraisal by Buyer, and, subject to the Allowable Assumptions:relevant Purchased Asset Documents, Seller shall use commercially reasonable efforts to cause the applicable Mortgagor to cooperate with Buyer in obtaining any such Appraisal, including, without limitation, by providing Buyer with access to the Mortgaged Property. (af) Seller agrees to reimburse Buyer on demand for any and all out of pocket costs and expenses (including, without limitation, the Authority has delivered or made available to the Supplier all reasonable fees and expenses of the information and documents that the Supplier considers necessary or relevant for the performance of counsel) incurred by Buyer in connection with its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (activities pursuant to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicableArticle 26. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 (a) Purchaser, or any Purchaser’s Representatives (as hereinafter defined), at its sole cost and expense, shall have the right, commencing on the Effective Date and expiring upon the earlier to occur of (I) termination of this Agreement or (II) the Closing, to (i) arrange and obtain appraisal reports, engineering and environmental reports, (ii) conduct such other investigations, inspections, analyses, surveys, tests, examinations, studies and appraisals of the Property and (iii) examine such of Seller’s records relating to the Property and its operations, including, without limitation, the Ground Lease, the Airspace Lease, the Leases, any L/Cs (as hereinafter defined), all of the service, maintenance, supply, and other agreements in effect as of the Effective Date relating to the operation of the Property which are set forth on Schedule C-1 attached hereto (the “Contracts”), in each case, as Purchaser deems necessary or desirable to determine if the Property is suitable for Purchaser’s purposes. The Supplier materials set forth in Schedules C and C-1 have been uploaded to a Sharefile site (the “Datasite”). The materials set forth in Schedule C and C-1, together with all other materials uploaded to the Datasite by and on behalf of Seller during the Due Diligence Period (as hereinafter defined) are referred to herein, collectively, as the “Property Information.” An index of the materials contained in the Datasite as of the Effective Date is attached hereto as Schedule C-2. Purchaser shall treat all Property Information as strictly confidential except to the extent such materials are believed to be required to be disclosed to comply with law, independently developed by Purchaser or any Purchaser’s Representative without use of any confidential material, are generally available to the public other than as a result of a disclosure by Purchaser or any Purchaser’s Representative, or become available to Purchaser on a non-confidential basis from other sources not known by Purchaser to be subject to confidentiality obligations to Seller; provided, however, that notwithstanding the foregoing, Purchaser shall be permitted to contact any governmental or quasi-governmental bodies or agencies having jurisdiction over Seller, the Property or any portion thereof in connection with routine due diligence of the zoning status of the Property or whether a governmental body has any record of any existing violation of law on or about the Property. Notwithstanding the foregoing, Purchaser’s confidentiality obligations under this Section 2(a) are subject and subordinate to its public disclosure obligations and responsibilities pursuant to the Washington Public Records Act, Chapter 42.56 RCW (the “PRA”). Seller acknowledges thatthat any Property Information and related records may be subject to PRA disclosure, and that compliance with the PRA and related disclosures, with respect to the Property Information and related records, shall be in Purchaser’s sole and absolute discretion. Such confidentiality obligation shall survive the termination of this Agreement (but not the Closing) for a period of one (1) year. (b) During the Due Diligence Period, Purchaser may terminate this Agreement, and all of its obligations hereunder, if Purchaser is not satisfied with the results of its due diligence inspections or for any or no reason, in Purchaser’s sole and absolute discretion, on or before the expiration of the Due Diligence Period, by giving Seller written notice. In the event that Purchaser determines to proceed with this Agreement, Purchaser shall deliver to Seller a notice of approval (the “Due Diligence Approval Notice”) on or before 5:00 P.M. SeaTac, WA time on or before [November 14, 2024] (such date, the “Due Diligence Expiration Date”), with the period of time starting from the Effective Date and ending on the Due Diligence Expiration Date being referred to herein as the “Due Diligence Period.” If no such Due Diligence Approval Notice has been given to Seller on or before the expiration of the Due Diligence Period, Purchaser shall be conclusively deemed to have terminated this Agreement. If Purchaser shall have terminated or be deemed to have terminated this Agreement pursuant to this Section 2(b), Escrow Agent (as hereinafter defined) shall promptly return to Purchaser the Deposit and interest thereon, if any, and this Agreement shall thereafter be null and void and of no further force or effect except with respect to those matters expressly stated to survive the cancellation of this Agreement. (c) Until the earlier to occur of (i) cancellation of this Agreement, or (ii) Closing, upon Purchaser’s reasonable request, Seller shall make available to Purchaser all of Seller’s books and records relating to the Property, including but not limited to, to the extent existing, title reports, easements, ALTA surveys, Leases, Contracts, warranties, maintenance and repair records, environmental reports and building plans. (d) Purchaser shall schedule and coordinate all inspections of the Property or other access with Seller and shall give Seller at least twenty-four (24) hours prior notice thereof. In conducting any inspection of the Property or otherwise accessing the Property, Purchaser agents, and Purchaser’s employees, consultants, inspectors, appraisers, engineers, contractors and lenders (collectively “Purchaser’s Representatives”) shall at all times comply with all laws and regulations of all applicable governmental authorities, and neither Purchaser nor any of Purchaser’s Representatives shall (i) unreasonably interfere with the business of Seller (or tenants of the Property) conducted on any part of the Property or (ii) damage the Property. Seller may from time to time establish reasonable rules of conduct for Purchaser and Purchaser’s Representatives in furtherance of the foregoing. Seller shall be entitled to have a representative present at all times during each such inspection or other access. For the avoidance of doubt, Seller understands that Purchaser is a current tenant of the Property pursuant to that certain Triple Net Lease Agreement between Purchaser and Seller’s predecessor-in-interest dated May 6, 2015 (as amended from time to time, and together with any new or replacement lease entered into between Purchaser and Seller, collectively, the “Existing Purchaser Lease”). Nothing in this Agreement shall limit or otherwise apply to Purchaser’s use and occupancy of the Premises in accordance with the terms of the Existing Purchaser Lease in the ordinary course. (e) Purchaser shall not be permitted to conduct any invasive testing of the Property without the prior written consent of Seller, which may be granted or denied in its sole and absolute discretion. Without limiting the foregoing, if such testing is consistent with recommendations made by Purchaser’s environmental or engineering consultants and such testing is being undertaken solely to identify and investigate a suspected existing condition on the Property, then provided that Purchaser obtains Seller’s consent (which may be granted or denied in its sole and absolute discretion), Purchaser shall be permitted to conduct such invasive testing subject to the Allowable Assumptionsrequirements of this Section 2. Until Closing or earlier termination of this Agreement, Purchaser shall maintain, and shall cause each of its authorized agents, contractors, consultants and representatives who inspect, investigate, test or evaluate the Property on behalf of Purchaser (collectively, the “Purchaser Parties”) to maintain, in effect the following insurance: (a) comprehensive general liability (occurrence) insurance in an amount no less than $1,000,000 per occurrence and $2,000,000 general aggregate and on terms satisfactory to Seller covering any accident arising in connection with the Authority has delivered presence of Purchaser or made available to the Supplier all of other Purchaser Parties on the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; Property, (b) it has made its own enquiries comprehensive automobile liability insurance with limits of $1,000,000 for personal injury to, or death of, any one or more persons in any one accident, and $1,000,000 for property damage in any one or more accidents, and (c) workers’ compensation in accordance with the requirements of applicable state law. Each insurance policy (i) must be issued by an insurance company which is authorized to satisfy itself as do business in the respective state where the Property is located with an A.M. Best rating of A-V or higher, and (ii) must name Seller as, in respect of any claim covered by the indemnity of Purchaser in Section 2(g) below, additional insured on a primary and non-contributory basis, except with respect to workers’ compensation policies. Upon request by Seller, Purchaser and any Purchaser Parties shall furnish to Seller a certificate of insurance evidencing the required coverage prior to Purchaser’s first entry upon the Property. Seller’s right to indemnity from Purchaser under this Agreement shall in no way be limited to the accuracy and adequacy amount recoverable under Purchaser’s insurance policies. Any deductible or self-insured retention amount required under the policies set forth in this Section 2(e) will not be borne by Seller in any way. (f) At any time prior to the expiration of the Due Diligence Information;Period, Purchaser may deliver written notice to Seller of any Contracts that Purchaser desires to have terminated at or prior to Closing, at Seller’s sole cost and expense (each, the “Service Contract Termination Notice”). If Purchaser delivers the Service Contract Termination Notice as aforesaid, then, with respect to the Contracts identified therein, Seller shall send an effective notice of termination to the applicable counterparty on or before the Closing Date, with such termination to be effective on or prior to the Closing Date. All Contracts listed on Schedule C-1 and not listed in the Service Contract Termination Notice shall be deemed approved by Purchaser and shall be assigned to and assumed, collectively, by Purchaser at the Closing (collectively, the “Assumed Contracts”) pursuant to the Assignment and Assumption of Leases and Contracts, attached hereto as Exhibit 6, and, individually, by an Assignment and Novation Agreement in substantially the form attached hereto as Exhibit 6.1 (each, an “Assignment and Novation Agreement”). Purchaser shall have no obligation with respect to any service Contract not listed on Schedule C- 1. The procedures set forth in this Section 2(f) shall not apply to the Property Management Agreement (as hereinafter defined), which may be assumed by Purchaser pursuant to Section 8(b)(xi). (cg) it has satisfied itself (whether Access to and use of the Property by the Purchaser and Purchaser Parties shall be at Purchaser’s sole risk and expense, and Purchaser shall promptly pay when due the costs of all inspections and examinations done by Purchaser with regard to the Property. In no event shall Seller assume any liability or responsibility whatsoever with respect to the conduct and operation of Purchaser’s inspection of or having raised all relevant due diligence questions any other activity conducted by Purchaser or the Purchaser Parties on the Property. Seller shall have no liability for any death or injury to any person or any damage to any property in connection with the Authority before Purchaser’s access to the Property or inspection thereof (unless due to the gross negligence or intentional misconduct of Seller or its representatives, partners, members, managers, officers, directors, shareholders, trustees, employees, agents, successors and assigns (collectively, the “Seller Parties”)), or for any act, omission or negligence of Purchaser or any of the Purchaser Parties. Purchaser covenants and agrees to indemnify, defend, release, discharge and forever hold harmless Seller and the Seller Parties from and against any and all actions, claims, demands, liabilities, losses, costs (including court costs), damages, awards and expenses (including reasonable attorneys’ fees) to the extent arising from the use of or activities upon the Property by Purchaser or any of the Purchaser’s Parties pursuant to this Agreement (each a “Claim”), including, but not limited to, costs of remediation, restoration and other similar activities, mechanic’s and materialmen’s liens and attorneys’ fees, arising out of Purchaser activates on the Property, or Purchaser’s or any of the Purchaser Parties’ entry upon the Property pursuant to this Agreement, except and excluding in all cases (i) to the extent caused by the acts of any of the Seller Parties and (ii) any Claim arising from mere discovery or disturbance of a pre-existing condition of the Property. Purchaser covenants and agrees to defend, at its own expense, the Seller Parties from any Claim, whether or not an action in any court of competent jurisdiction is commenced. Seller shall not be responsible for any theft or damage to any materials or other personal property brought onto the Property by Purchaser or the Purchaser’s Parties, other than any theft or damage caused by the gross negligence or willful misconduct of any of the Seller Parties. The provisions of this Section 2(g) shall survive termination of this Agreement for a period of one (1) year. (h) To the maximum extent permitted by RCW 64.06, Purchaser expressly waives its right to receive from Seller a seller disclosure statement as provided for in RCW 64.06 (the “Seller Disclosure Statement”). Seller and Purchaser acknowledge that Purchaser cannot waive its right to receive the environmental section of the Seller Disclosure Statement (which is contained in Section 6 of the form) to the extent any of the answers in the environmental section would be “yes”. Seller will provide the same, with only such environmental section completed by Seller, to Purchaser within five (5) days after the Effective Date) of all relevant details relating to:. (i) the Authority Requirements; (ii) the suitability [As part of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in Purchaser’s due diligence during the Due Diligence Information which may be novated toPeriod, assigned Purchaser shall review the terms of all of the Leases delivered by Seller and determine, to or managed by Purchaser’s satisfaction, whether the Supplier under this Agreement and/or which the Supplier will terms of such Leases require the benefit tenants thereunder to pay leasehold excise taxes to Purchaser in the event that Purchaser acquires the Property. If Purchaser determines that any amendment to any of the Leases is required to provide for the provision payment of the Services; and (d) it has advised the Authority in writing of: (i) each aspectleasehold excise taxes, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed then Purchaser shall identify such tenants by written notice to remedy each such unsuitable aspect; and (iii) a timetable for and, Seller prior to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy expiration of the Due Diligence Information. 2.3 The Parties shall comply with Period (any such Leases, collectively, the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.“LET Leases”).]1

Due Diligence. 2.1 The Supplier Such Initial Noteholder acknowledges that, subject to the Allowable Assumptions: that (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (bi) it has made made, either alone or together with its own enquiries advisors, such independent investigation of the Project, the Project Site and the Collateral and of the Lessee and its management, assets and related matters as such Initial Noteholder deems to satisfy itself be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Senior Notes pursuant to the transactions contemplated by this Agreement and the other Operative Documents, (ii) it and its advisors have been afforded the opportunity to ask questions of the Lessee, (iii) it and its advisors have been afforded access, and received all information and data, that it and such advisors believe to be necessary or sufficient in order to evaluate and reach an informed decision as to the accuracy advisability of an investment in the Senior Notes pursuant to the transactions contemplated by this Agreement and adequacy of the Due Diligence Information; other Operative Documents and (civ) it has satisfied itself sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision as to the advisability of an investment in the Senior Notes pursuant to the transactions contemplated by this Agreement and the other Operative Documents. The foregoing acknowledgments shall in no way derogate from, or reduce the rights of any Initial Noteholder in respect of, or constitute or be used as any form of defense (whether by inspection or having raised basis therefor) in respect of, all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability or any of the existing representations, warranties, covenants and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods agreements of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including Lessee or any licences, support, maintenance and other agreements relating to the Operating Environment) Person set forth or referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the SupplierOperative Documents, the costs accuracy and completeness of those actionseach of which representations, warranties, covenants and agreements has been assumed by each Initial Noteholder in making, and such actionsas the basis for, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicableforegoing acknowledgments. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier (a) Seller acknowledges that, subject at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Allowable Assumptions: Purchased Assets, the Seller Parties and Servicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Seller agrees that upon reasonable prior written notice from Buyer (aunless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Seller shall provide (or shall cause any other Seller Party or Servicer, as applicable, to provide) the Authority has delivered reasonable access to Buyer and any of its agents, representatives or made available permitted assigns to the Supplier all offices of Seller, such other Seller Party or Servicer, as the case may be, during normal business hours and permit them to examine, inspect, and make copies and extracts of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information and documents that relating to such Purchased Assets in the Supplier considers necessary possession or relevant for under the performance control of its obligations under this Agreement;such party. (b) Seller agrees that it has made shall, promptly upon reasonable request of Buyer, deliver (or shall cause to be delivered) to Buyer and any of its own enquiries agents, representatives or permitted assigns copies of any documents permitted to satisfy itself as to the accuracy and adequacy of the Due Diligence Information;be reviewed by Buyer in accordance with Article 26(a). (c) it has satisfied itself Seller agrees to make available (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Dateto cause any other Seller Party or Servicer, as applicable, to make available) to Buyer and any of all relevant details relating to: its agents, representatives or permitted assigns (i) in person at the Authority Requirements; time of any inspection pursuant to Article 26(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Seller, such other Seller Party or Servicer, as the suitability case may be, for the purpose of answering questions about any of the existing and (to the extent that it is defined foregoing Persons, or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements matters relating to the Operating Environment) referred Transaction Documents or any Transaction that Buyer wishes to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; anddiscuss with such Person. (d) it has advised Without limiting the Authority in writing of: (i) each aspect, if any, generality of the Operating Environment foregoing, Seller acknowledges that is not suitable for Buyer may enter into Transactions with Seller based solely upon the provision information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Services; (ii) the actions needed Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third-party underwriter to remedy each perform such unsuitable aspectunderwriting with respect to any individual Purchased Asset; and (iii) provided, that with respect to any individual Purchased Asset as to which Buyer engages a timetable for andthird party underwriter, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier Seller shall not be excused from responsible for payment or reimbursement of costs and expenses of such underwriter in excess of $2,000 per Purchased Asset during any twelve (12) consecutive month period. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the performance possession, or under the control, of any Seller Party or any Affiliate thereof. (e) Seller hereby acknowledges and agrees that Buyer shall have the right to commission and order an Appraisal of its obligations under this Agreement on any Mortgaged Property at any time and from time to time, and Seller shall be responsible for the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover costs and expenses incurred by Buyer in obtaining such Appraisals once annually with any additional costs Appraisals to be ordered at Buyer’s sole cost and expense. Seller shall cooperate with Buyer in connection with the commission or chargesorder of any Appraisal by Buyer, arising as a result of:and Seller shall use commercially reasonable efforts to cause the applicable Mortgagor to cooperate with Buyer in obtaining any such Appraisal, including, without limitation, by providing Buyer with access to the Mortgaged Property. (af) Seller agrees to reimburse Buyer on demand for any unsuitable aspects and all costs and expenses (including, without limitation, the fees and expenses of the Operating Environment; (bcounsel) any misinterpretation of the Authority Requirements; and/or (c) any failure incurred by the Supplier Buyer in connection with its due diligence activities pursuant to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Informationthis Article 26. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that11.1 LICENSEE shall use good faith efforts to develop, subject to the Allowable Assumptionsobtain clinical approval for, manufacture, market and promote Licensed Products. 11.2 LICENSEE shall use good faith efforts to: (a) market Licensed Products for sale within [+] of receiving regulatory approval by the Authority has delivered or made available to appropriate governmental agency in each country in the Supplier all of world, including the information U.S. Food and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;Drug Administration; and (b) it has made its own enquiries to satisfy itself as to the accuracy develop and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not construct manufacturing facilities suitable for producing commercial quantities of Licensed Products. 11.3 After an initial period of [+] from the provision effective date of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused LICENSOR may exclude a Field of Use or a portion thereof from the performance license granted herein pursuant to the provisions set forth in this section 11.3. In the event both LICENSORS agree that LICENSEE is not making reasonable efforts to commercialize a Field of any Use of its obligations under this Agreement on the grounds ofLicensed Applications) and/or [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES Licensed Patent(s), northe LICENSORS shall, by written notice to LICENSEE, signed by both LICENSORS, particularly identify that Field of Use. After such time notice is given, LICENSEE shall have a [+] period to file for Investigatory New Drug ("IND") approval if required for the identified Field of Use and/or to pursue commercialization of identified Field of Use. In the event LICENSEE elects not to pursue IND approval as provided in writing to LICENSOR, the identified Field of Use or portion thereof shall be excluded from the license granted to LICENSEE, (hereinafter referred to as "Excluded Field of Use"). Thereafter, the LICENSOR shall have the right to grant licenses to third parties for the Excluded Field of Use, subject to Clause 2.3, shall LICENSEE's right to match the Supplier be entitled third party offer to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects license the Excluded Field of Use within [+] written notice of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Informationthird party offer. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier Contractor acknowledges that, subject to the Allowable Assumptionsthat applying commercially reasonable endeavours: (a) 2.1.1 the Authority Customer has delivered or made available to the Supplier Contractor all of the information and documents that the Supplier Contractor considers necessary or relevant for the performance of its obligations under this Services Agreement; (b) 2.1.2 it has made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) 2.1.3 it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority Customer before the Effective Date) Services Commencement Date of all relevant details relating to: ; schedule D.2.2 (iServices Requirements) of the Authority DPS Agreement and schedule S.2.2 (Requirements); (ii) 2.1.3.1 the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Services Commencement Date) future Operating Environment; (iii) 2.1.3.2 the operating processes and procedures and the working methods of the AuthorityCustomer; (iv) 2.1.3.3 the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) 2.1.3.4 the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier Contractor under this Services Agreement and/or which the Supplier Contractor will require the benefit of for the provision of the Services; and (d) 2.1.4 it has advised the Authority Customer in writing of: (i) 2.1.4.1 each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) 2.1.4.2 the actions needed to remedy each such unsuitable aspect; and (iii) 2.1.4.3 a timetable for and, to the extent that such costs are to be payable to the SupplierContractor, the costs of those actions, and such actions, timetable and costs are fully reflected in this Services Agreement, including the ; 2.1.5 has entered into this Services Description and/or Authority Responsibilities as applicableAgreement in reliance on its own due diligence alone. 2.2 The Supplier Contractor acknowledges that it has understood the Services Requirements and has advised the Customer of any matter that may impact on the Contractor's ability to provide the Services in accordance with the terms of this Services Agreement and actions to remedy the same together with a timetable for and the costs of those actions have been specified prior to the Services Commencement Date. 2.3 If the Contractor has either failed to undertake due diligence or failed to notify the Customer of any required remedial actions in accordance with clauses 2.1 or 2.2 then the Contractor shall not be entitled to recover any additional costs or charges from the Customer relating to any matter which the Contractor ought reasonably to have been aware as at the Services Commencement Date. 2.4 The Contractor shall not be excused from the performance of any of its obligations under this Services Agreement on the grounds of, nor, subject to Clause 2.32.5, shall the Supplier Contractor be entitled to recover any additional costs or charges, arising as a result of: (a) 2.4.1 any unsuitable aspects of the Operating Environment; (b) 2.4.2 any misinterpretation of the Authority Services Requirements; and/or (c) 2.4.3 any failure by the Supplier Contractor to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties 2.5 Any disputes relating to due diligence shall comply with be resolved through the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable AssumptionsDispute Resolution Procedure.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) Borrower acknowledges that Lender has the Authority has delivered or made available right to perform continuing due diligence reviews with respect to the Supplier all Underlying Loans, the Borrower, the Guarantor and Servicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Borrower agrees that upon reasonable prior notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Borrower shall provide (or shall cause its Affiliates, Guarantor, or Servicer, as applicable, to provide) reasonable access to Lender and any of its agents, representatives or permitted assigns to the offices of Borrower, such other Affiliates, Guarantor, or Servicer, as the case may be, during normal business hours and permit them to examine, inspect, and make copies and extracts of the Underlying Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information and documents that relating to such Underlying Loans in the Supplier considers necessary possession or relevant for under the performance control of its obligations under this Agreement;such party. (b) Borrower agrees that it has made shall, promptly upon reasonable request of Lender, deliver (or shall cause to be delivered) to Lender and any of its own enquiries agents, representatives or permitted assigns copies of any documents permitted to satisfy itself as to the accuracy and adequacy of the Due Diligence Information;be reviewed by Lender in accordance with Section 11.18(a). (c) it has satisfied itself Borrower agrees to make available (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Dateto cause any other Affiliate, Guarantor, or Servicer, as applicable, to make available) to Lender and any of all relevant details relating to: its agents, representatives or permitted assigns (i) in person at the Authority Requirements; time of any inspection pursuant to Section 11.18(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Borrower, such other Affiliate, Guarantor, or Servicer, as the suitability case may be, for the purpose of answering questions about any of the existing and (to the extent that it is defined foregoing Persons, or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements matters relating to the Operating Environment) referred Underlying Loan Documents or any Transaction that Lender wishes to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; anddiscuss with such Person. (d) it Without limiting the generality of the foregoing, Borrower acknowledges that Lender may enter into Transactions with Borrower based solely upon the information provided by Borrower to Lender and the representations, warranties and covenants contained herein, and that Lender, at its option, has advised the Authority right at any time to conduct a partial or complete due diligence review on some or all of the Underlying Loan Documents. Lender may underwrite such Underlying Loan Documents itself or engage a third-party underwriter to perform such underwriting. Borrower agrees to cooperate with Lender and any third party underwriter in writing of:connection with such underwriting, including, but not limited to, providing Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Underlying Loans in the possession, or under the control, of Borrower, Guarantor, or any Affiliate thereof. (ie) each aspectBorrower agrees to reimburse Lender on demand for any and all costs and expenses (including, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplierwithout limitation, the costs fees and expenses of those actions, and such actions, timetable and costs are fully reflected counsel) incurred by Lender in connection with its due diligence activities pursuant to this Agreement, including the Services Description and/or Authority Responsibilities as applicableSection 11.18. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 6.1 The Supplier acknowledges Parties shall be allowed up to and including the Closing Date, which shall be referred to as the “Due Diligence Period”, to satisfy themselves that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available title to the Supplier all of City Property and the information MPI Property are good and documents free from restrictions, mortgages, charges, liens and encumbrances except as otherwise specifically provided in this Agreement and save and except for: (i) any registered restrictions or covenants that run with the Supplier considers necessary City Property, provided that such have been complied with, (ii) any registered municipal agreements and agreements with publicly regulated utilities, provided that such have been complied with, (iii) any easements and rights-of-way, provided that such have been complied with, (iv) any qualifications, reservations, provisos and limitations contained in or relevant for imposed by any applicable statute and/or any authority having jurisdiction over the performance of its obligations under this Agreement;City Property provided that such have been complied with, (v) any discrepancies in title or possession which would be disclosed by an up-to-date survey; and (b) it has made its own enquiries to satisfy itself as to there are no outstanding orders, deficiency notices or directives issued by any federal, provincial or municipal authority affecting the accuracy City Property and adequacy of MPI Property. 6.2 If, within the Due Diligence Information; (c) it has satisfied itself (whether by inspection Period, the Parties notify each other or having raised all relevant due diligence questions with their Solicitors of any valid objection to title or to any outstanding order, deficiency notice or directive or to the Authority before fact that the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability present use of the existing City Property and (MPI Property may not be lawfully continued and which the Parties are unable or, in their discretion, determine not to remove, remedy or satisfy and which the extent that it is defined Parties will not waive, this Agreement shall, notwithstanding any intermediate acts or reasonably foreseeable negotiations in respect of any such matter, be at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including an end. Save as to any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in valid objection so made within the Due Diligence Information which Period, and except for any objection going to the root of the title, the Parties shall be conclusively deemed to have accepted the Parties’ title to the City Property and MPI Property. 6.3 Subject to Sections 6.1 and 6.2, the Parties covenant and agree to discharge any registered liens, mortgages or charges affecting the City Property or the MPI Property at their own expense on or before the Closing Date. 6.4 The Parties shall not call for the production of any title deed, abstract, survey or other evidence of title to the City Property or MPI Property except as are in the control or possession of the Parties. The Parties agree that the Parties will deliver any sketch or survey of the City Property or MPI Property in the Parties’ control or possession to the Parties as soon as practicable and prior to the last day allowed for examining title to the City Property or MPI Property. 6.5 The Parties shall, upon request, forthwith deliver letters in a form satisfactory to the Parties addressed to such governmental authorities as may be novated to, assigned to or managed reasonably requested by the Supplier under Parties or their solicitors authorizing the release of any information as to compliance matters which such governmental authorities may have pertaining to the City Property or the MPI Property; provided, however, that nothing herein contained shall be deemed to authorize or permit the Parties to request any governmental or municipal inspections of the City Property or MPI Property. If this Agreement and/or which is not completed the Supplier will require Parties shall keep any such information strictly confidential and shall not use it for any purpose whatsoever. 6.6 There is no condition, representation or warranty of any kind, express or implied, that the benefit of for the provision condition of the Services; and (d) it has advised City Property or MPI Property shall be appropriate for any particular use, unless expressly set out herein, or that the Authority in writing of: (i) each aspectpresent use by the Parties or the future intended use by the Parties is or will be lawful or permitted, if any, or that any sketch or survey delivered by the Parties is complete or accurate. Without limiting the generality of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for andforegoing, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier Agreement shall not be excused from affected by any change in the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs zoning or charges, arising as a result of: (a) any unsuitable aspects use of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier Exchange Properties prior to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Informationcompletion. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier (a) Seller acknowledges that, subject at reasonable times and upon reasonable notice to Seller, ▇▇▇▇▇ has the right to perform continuing due diligence reviews with respect to the Allowable Assumptions: Purchased Assets, the Seller Parties and Servicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Seller agrees that upon reasonable prior written notice from Buyer (aunless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Seller shall provide (or shall cause any other Seller Party or Servicer, as applicable, to provide) the Authority has delivered reasonable access to Buyer and any of its agents, representatives or made available permitted assigns to the Supplier all offices of Seller, such other Seller Party or Servicer, as the case may be, during normal business hours and permit them to examine, inspect, and make copies and extracts of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information and documents that relating to such Purchased Assets in the Supplier considers necessary possession or relevant for under the performance control of its obligations under this Agreement;such party. 4866-0343-1908v.212 (b) Seller agrees that it has made shall, promptly upon reasonable request of Buyer, deliver (or shall cause to be delivered) to Buyer and any of its own enquiries agents, representatives or permitted assigns copies of any documents permitted to satisfy itself as to the accuracy and adequacy of the Due Diligence Information;be reviewed by ▇▇▇▇▇ in accordance with Article 26(a). (c) it has satisfied itself Seller agrees to make available (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Dateto cause any other Seller Party or Servicer, as applicable, to make available) to Buyer and any of all relevant details relating to: its agents, representatives or permitted assigns (i) in person at the Authority Requirements; time of any inspection pursuant to Article 26(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Seller, such other Seller Party or Servicer, as the suitability case may be, for the purpose of answering questions about any of the existing and (to the extent that it is defined foregoing Persons, or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements matters relating to the Operating Environment) referred Transaction Documents or any Transaction that Buyer wishes to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; anddiscuss with such Person. (d) it has advised Without limiting the Authority in writing of: (i) each aspect, if any, generality of the Operating Environment foregoing, Seller acknowledges that is not suitable for Buyer may enter into Transactions with Seller based solely upon the provision information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Services; (ii) the actions needed Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third-party underwriter to remedy each perform such unsuitable aspectunderwriting with respect to any individual Purchased Asset; and (iii) provided, that with respect to any individual Purchased Asset as to which Buyer engages a timetable for andthird party underwriter, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier Seller shall not be excused from responsible for payment or reimbursement of costs and expenses of such underwriter in excess of $2,000 (or, with respect to any Foreign Purchased Asset, the performance then-current equivalent of such amount based on the Spot Rate with respect to the Applicable Currency of such Foreign Purchased Asset as of the date of determination) per Purchased Asset during any twelve (12) consecutive month period. ▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇ and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of any Seller Party or any Affiliate thereof. (e) Seller hereby acknowledges and agrees that Buyer shall have the right to commission and order an Appraisal of its obligations under this Agreement on any Mortgaged Property at any time and from time to time, and Seller shall be responsible for the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover costs and expenses incurred by Buyer in obtaining such Appraisals once annually with any additional costs Appraisals to be ordered at Buyer’s sole cost and expense. Seller shall cooperate with Buyer in connection with the commission or chargesorder of any Appraisal by Buyer, arising as a result of:and Seller shall use commercially reasonable efforts to cause the applicable Mortgagor to cooperate with Buyer in obtaining any such Appraisal, including, without limitation, by providing Buyer with access to the Mortgaged Property. (af) ▇▇▇▇▇▇ agrees to reimburse Buyer on demand for any unsuitable aspects and all costs and expenses (including, without limitation, the fees and expenses of the Operating Environment; (bcounsel) any misinterpretation of the Authority Requirements; and/or (c) any failure incurred by the Supplier Buyer in connection with its due diligence activities pursuant to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.this Article 26. 4866-0343-1908v.212

Due Diligence. 2.1 All due diligence shall be coordinated by the Seller, and all requests for due diligence materials and related information shall be made to counsel for the Seller, Lowenstein Sandler PC, 1251 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq. (▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇) and S. ▇▇▇▇▇ ▇▇▇▇▇, Esq. (▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇), or any other professional retained by the Seller and as directed by the Seller. The Supplier acknowledges thatSeller shall afford each Qualified Bidder access to due diligence materials reasonably requested; provided, subject however, that the Seller, in its reasonable discretion, may permit Potential Bidders to conduct limited due diligence, provided such Potential Bidders execute a confidentiality agreement substantially in the form attached hereto as Exhibit 1, for the limited purpose of permitting such Potential Bidders to determine whether or not they desire to submit a Qualified Bid. The Seller shall coordinate all reasonable requests for information and due diligence access from Qualified Bidders. Any additional due diligence shall not continue after the Bid Deadline, except as otherwise consented to by the Seller. The Seller may, in its discretion, coordinate diligence efforts such that multiple Qualified Bidders have simultaneous access to due diligence materials. The Seller shall not be obligated to furnish any information relating to the Allowable Assumptions: (a) the Authority has delivered or made available Assets to the Supplier all of the information any person other than to Qualified Bidders. Each Qualified Bidder shall be deemed to acknowledge and documents represent that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made had an opportunity to conduct any and all due diligence regarding the Assets prior to making its offer, that it has relied solely upon its own enquiries to satisfy itself independent review, investigation, and/or inspection of any documents and/or the Assets in making its bid, and that it did not rely upon any written or oral statements, representations, promises, warranties, or guaranties whatsoever, whether express, implied, by operation of law or otherwise, regarding the Assets, or the completeness of any information provided in connection therewith, the Bidding Process or the Auction (as defined herein), except, as to the accuracy and adequacy Successful Bidder, as expressly stated in the definitive agreement with such Successful Bidder approved by the Bankruptcy Court. All Bids (as defined below) must be submitted in writing so that they are actually received no later than 5:00 p.m. (prevailing Eastern time) on October 23, 2008 (the “Bid Deadline”). Each Qualified Bidder (as defined below) must deliver copies of its Bid to ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel for the Debtor, 1251 Avenue of the Due Diligence Information; (c) it has satisfied itself (whether ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq. and S. ▇▇▇▇▇ ▇▇▇▇▇, Esq., or by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) e-mail to ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇. Debtor’s counsel shall serve copies of all relevant details relating to: Bids received on (i) counsel for the Authority Requirements; Purchaser, Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. and ▇▇▇▇▇ ▇. ▇▇▇▇, Esq., (ii) counsel for any official committees appointed in the suitability of the existing Debtor’s case, and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods Office of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicableUnited States Trustee. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 Twice each calendar year, beginning with 2012, at such times during normal business hours as are reasonably convenient to the Borrower or the Servicer, as the case may be, at the sole cost and expense of the Servicer (provided that such costs and expenses shall be limited to $[***] per annum) and upon reasonable request of the Administrative Agent and prior written notice to the Borrower or the Servicer, as the case may be, the Borrower or the Servicer, as the case may be, shall permit such Person or Persons as the Administrative Agent may designate to conduct, on behalf of all of them, audits or to visit and inspect any of the properties of the Borrower or the Servicer (including any Subservicer) where the Receivable Files are located, as the case may be, to examine the Receivable Files, internal controls and procedures maintained by the Borrower or Servicer, as the case may be, and take copies and extracts therefrom, conduct a review of the Electronic Vault (including the Electric 300213599v4 Vault Agreement) and the manner in which it is maintained and managed and in which Electronic Chattel Paper is acquired, communicated and maintained by the Borrower and the Servicer and to discuss the affairs of the Borrower and the Servicer (including any Subservicer) with their respective officers and employees (which employees, except after the occurrence and during the continuation of a Termination Event, Unmatured Termination Event or Servicer Termination Event, shall be designated by the Borrower or the Servicer, as the case may be) and, upon written notice to the Borrower or the Servicer, as the case may be, independent accountants; provided, further, that after the occurrence and during the continuation of a Termination Event, Unmatured Termination Event or Servicer Termination Event, the Administrative Agent or its representatives shall be permitted to take the foregoing actions without being subject to any limitation on the number of audits, visits or inspections that may be conducted during a calendar year and such audits, visits or inspections shall be at the sole cost and expense of the Servicer; provided, that the Administrative Agent and its representatives shall make reasonable efforts to coordinate, and provide 30 days’ prior written notice of, such audits, visits and inspections. The Supplier acknowledges thatBorrower or the Servicer, as the case may be, hereby authorizes such officers, employees and independent accountants (and the Servicer shall cause each Subservicer to authorize such officers, employees and independent accountants) to discuss with the Administrative Agent and its representatives, the affairs of the Borrower or the Servicer, as the case may be. The Servicer shall reimburse the Administrative Agent for all reasonable fees, costs and expenses incurred by or on behalf of the Administrative Agent and the Secured Parties in connection with the foregoing actions promptly upon receipt of a written invoice therefor. Any audit provided for herein shall be conducted in accordance with the rules of the Borrower and Servicer respecting safety and security on its premises and without materially disrupting operations. Nothing in this subsection shall affect the obligation of the Servicer to observe any Applicable Law prohibiting the disclosure of information regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this subsection. In addition to the due diligence reviews specified above, the Backup Servicer may, subject to all terms and conditions specified in this subsection, conduct its own periodic due diligence reviews, at the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all sole cost and expense of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; Servicer (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent provided that such costs are and expenses shall be limited to be payable a maximum of $[***] per visit in the case of any due diligence review done at the request of the Backup Servicer prior to the Supplier, occurrence and continuance of a Servicer Termination Event or the costs of those actionsTermination Date, and thereafter, without such actions, timetable cost and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicableexpense cap). 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to : the Allowable Assumptions: (a) the Authority Customer has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) Call Off Contract; it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) ; it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority Customer before the Effective Call Off Commencement Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the to the: suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Call Off Commencement Date) future Operating Environment; (iii) the ; operating processes and procedures and the working methods of the Authority; (iv) the Customer; ownership, functionality, capacity, condition and suitability for use in the provision of the Services of the Authority Customer Assets; and (v) the and existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement Call Off Contract and/or which the Supplier will require the benefit of for the provision of the Services; and (d) and it has advised the Authority Customer in writing of: (i) : each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) ; the actions needed to remedy each such unsuitable aspect; and (iii) and a timetable for and, to the extent that such costs are to be payable to the Supplier, and the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including . the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement Call Off Contract on the grounds of, nor, subject to Clause 2.3, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any of any: unsuitable aspects of the Operating Environment; (b) any ; misinterpretation of the Authority Requirementsrequirements of the Customer in the Order Form or elsewhere in this Call Off Contract; and/or (c) any and/or failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject 3.1 Each Party agrees to use reasonable endeavours to ensure that any information that it supplies to the Allowable Assumptions:other Party in relation to this Agreement shall be complete and accurate in all material respects. 3.2 Except as expressly provided in this Agreement, no representations, warranties or conditions, express or implied, statutory or otherwise (aincluding as to condition, quality, satisfactory quality, accuracy, performance or fitness for purpose) are given by the Authority DCC in respect of any of the following:- 3.2.1 the End-to-end Smart Metering System; 3.2.2 the SMETS; 3.2.3 the Standards; or 3.2.4 the Smart Metering Programme; (collectively, the "Excluded Matters") and any such representations, warranties or conditions are excluded, except to the extent prohibited by Law. 3.3 The Contractor acknowledges and agrees that:- 3.3.1 the DCC has delivered or made available to the Supplier Contractor all of the information and documents that the Supplier Contractor considers necessary or relevant for the performance of its obligations under this Agreement; (b) 3.3.2 it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) 3.3.3 it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority DCC before the Effective Commencement Date) of all relevant the details relating to: (ia) the Authority DCC Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iiib) the operating processes and procedures and the working methods procedure of the Authority;DCC; and (ivc) the ownership, functionality, capacity, capacity condition and suitability for use in the Services of the Authority DCC Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) 3.3.4 it has advised the Authority DCC in writing of:of:- (ia) each aspect, if any, of the Operating Environment DCC Assets that is not suitable for the provision of the Services; (iib) the actions needed to remedy each such unsuitable aspect; and (iiic) a timetable for and, to the extent that such costs are to be payable to the SupplierContractor, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 3.4 The Supplier Contractor shall not be excused from the performance of any of its obligations under this Agreement on the grounds ground of, nor, subject to Clause 2.3, nor shall the Supplier Contractor be entitled to recover any additional costs or charges, arising as a result of:of:- (a) 3.4.1 any unsuitable aspects of the Operating Environment;DCC Assets; and (b) any misinterpretation of the Authority Requirements; and/or (c) 3.4.2 any failure by the Supplier Contractor to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority 2.1.1 Network Rail has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) 2.1.2 it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) 2.1.3 it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority Network Rail before the Effective Date) of all relevant details relating to: (i) the Authority 2.1.3.1 Network Rail Requirements; (ii) 2.1.3.2 the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) 2.1.3.3 the operating processes and procedures and the working methods of the AuthorityNetwork Rail; (iv) 2.1.3.4 the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Network Rail Assets; and (v) 2.1.3.5 the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) 2.1.4.1 each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) 2.1.4.2 the actions needed to remedy each such unsuitable aspect; and (iii) 2.1.4.3 a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Network Rail Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) 2.2.1 any unsuitable aspects of the Operating Environment; (b) 2.2.2 any misinterpretation of the Authority Network Rail Requirements; and/or (c) 2.2.3 any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges thatLenders shall have completed a due diligence investigation of Borrower and its Subsidiaries in scope, and with results, satisfactory to the Lenders. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Conditions to all Credit Extensions . The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension is subject to the Allowable Assumptionsfollowing conditions precedent: (a) The representations and warranties of Borrower and each other Loan Party contained in Article II, Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the Authority has delivered or made available date of such Credit Extension and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date of such Credit Extension, except, in each case, to the Supplier extent such representations and warranties specifically relate to an earlier date, in which case they shall be true and correct in all respects or in all material respects, as applicable, as of such earlier date, and except that for purposes of this Section 4.02, the information representations and documents that warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) it has made its own enquiries to satisfy itself as to No Default shall exist, or would result from such proposed Credit Extension or from the accuracy and adequacy application of the Due Diligence Information;proceeds thereof. (c) it has satisfied itself (whether by inspection Agent and, if applicable, the L/C Issuer or having raised all relevant due diligence questions the Swingline Lender, shall have received a Request for Credit Extension in accordance with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; andrequirements hereof. (d) it has advised In the Authority in writing of: (i) each aspect, if any, case of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are Credit Extension to be payable denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Request for Credit Extension submitted by Borrower shall be deemed to be a representation and warranty that the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected conditions specified in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: clauses (a) any unsuitable aspects of the Operating Environment; and (b) any misinterpretation have been satisfied on and as of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy date of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.applicable Credit Extension. 80 4824-8983-8000 v.10

Due Diligence. 2.1 3.1 The Supplier Contractor acknowledges that, subject to the Allowable Assumptions: (a) that the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier Contractor considers either necessary or relevant for the performance of its obligations under this AgreementAgreement (including all information and documents requested by the Contractor) (the "Due Diligence Information") and consequently the Contractor shall be deemed to have: 3.1.1 satisfied itself of all details relating to the nature of the Service Requirements; (b) it has made its own enquiries to satisfy 3.1.2 satisfied itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; andGovernment Furnished Items; (v) the 3.1.3 gathered all information necessary regarding existing contracts for the supply of the Services (including any licences, support, maintenance support and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, to or assigned to or managed by the Supplier Contractor under this Agreement and/or which Agreement); 3.1.4 raised all relevant due diligence questions with the Supplier will require Authority before the benefit of for the provision of the Services; and (d) it has Effective Date and to have advised the Authority in writing of: (ia) each aspect, if any, any aspects of the Operating Environment Authority Premises or the Technical Infrastructure that is are not suitable for the provision of the Services; (iib) the specified actions needed to remedy each such accommodate any unsuitable aspectaspects of the Authority Premises or the Technical Infrastructure; and (iiic) a timetable for and, to the extent that such costs are to be payable to the Supplier, actions and the costs of those actions, both of which shall have been taken into consideration by the Contractor in the Transition Plan; and 3.1.5 taken full account of the Permitted Assumptions. 3.2 The Contractor acknowledges that: 3.2.1 the Authority has relied upon the Contractor's expertise and such actions, timetable and costs are fully reflected professionalism in the carrying out of all due diligence activities in relation to this Agreement, Agreement including the Services Description and/or Authority Responsibilities as applicable.requesting of and verification of all Due Diligence Information; and 2.2 The Supplier shall not be excused from 3.2.2 the performance Due Diligence Information, together with the Contractor's own expertise and working knowledge of any of its obligations under this Agreement on the grounds ofAuthority's operations, nor, subject are sufficient to Clause 2.3, shall enable the Supplier be entitled Contractor to recover any additional costs or charges, arising as a result ofsatisfy itself: (a) any unsuitable aspects as to the scope and nature of the Operating Environment;Services to be provided; and (b) that it is able to perform its obligations under this Agreement. 3.3 Subject to the Permitted Assumptions and any misinterpretation Change Control Agreement agreed by the Parties following the Transition Audit, the Contractor shall not be entitled to any additional payment nor be excused from any liability under this Agreement and has no right to make a Claim against the Authority as a result of the Contractor: 3.3.1 having failed to inspect the Authority Premises or the Technical Infrastructure or failed to notify the Authority of any actions to accommodate the unsuitability of the Authority Premises (except in respect of any latent structural defect) or the Technical Infrastructure in accordance with Clause 3.1.4; 3.3.2 misinterpreting any matter or fact relating to the Service Requirements, or the functions, facilities, condition or capabilities of the Authority Premises or the Technical Infrastructure or the Government Furnished Items; 3.3.3 having failed to review the Due Diligence Information or any documents referred to in the Due Diligence Information; and/oror 3.3.4 failing to include any outstanding issue (cin whole or in part) any failure as a Permitted Assumption. 3.4 No warranty, representation or undertaking (whether express or implied) is given by the Supplier Authority as to the accuracy, completeness, adequacy or fitness for purpose of any Due Diligence Information or that such information constitutes all of the information relevant or material to the Deliverables, Service Requirements and the Services. The Contractor acknowledges that it has made its own enquiries to satisfy itself as to the accuracy and/or adequacy and completeness of the Due Diligence Information supplied to it in connection with this Agreement. Accordingly, all liability on the part of the Authority in connection with: 3.4.1 the content of any Due Diligence Information; and 3.4.2 any representations or statements made in respect of any Due Diligence Information, is excluded to the extent permitted by Law, except to the extent of any fraud or fraudulent misrepresentation. 2.3 3.5 Subject to the Permitted Assumptions process set out at paragraph 4 of Schedule 17 (Pricing), the Contractor acknowledges that there shall not be any due diligence or joint verification with the Authority after the Effective Date. 3.6 The Parties shall comply have agreed that the Permitted Assumptions will be verified following the Effective Date in accordance with the Post Contract Verification provisions of set out in Paragraph 6 of Part C 4 of Schedule 7.1 17 (Charges Pricing) and Invoicing) in relation that this may give rise to an adjustment to the verification Charges. The Parties have further agreed that the Charges may be adjusted following a Relevant Transfer in accordance with Paragraph 1 of any Allowable AssumptionsSchedule 37 (Employee Transfer Arrangements on Entry).

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) Purchaser acknowledges that prior to the Authority execution of this Agreement, Seller has delivered (or caused to be delivered) copies of the Due Diligence Materials (other than the plans and specifications for the Improvements, which have been made available for Purchaser’s review at the Hotel). The foregoing documents and materials were delivered or made available to Purchaser to accommodate and facilitate Purchaser’s due diligence with respect to the Supplier Property and, except as may be set forth in Section 12 below, Seller makes no representations or warranties regarding such documents and materials, including the accuracy or thoroughness of the information contained in such documents and materials or the right of Purchaser to rely thereon. Purchaser further acknowledges that Purchaser has conducted (or had the opportunity to conduct, prior to the execution of this Agreement, all of the information due diligence studies, tests, investigations and documents that inspections of the Supplier considers physical, environmental, economic, financial and legal matters condition of the Property and its ownership, use and operation as Purchaser deemed necessary or relevant for appropriate under the performance circumstances to afford a commitment to acquire the Property pursuant to the terms and conditions of its obligations under this Agreement;, including, without limitation, review and approval of any of the following matters Purchaser deemed appropriate: studies, tests, investigations and inspections of the physical and environmental condition of the Real Property and the Personal Property; compliance with all Legal Requirements; the Declaration of Easements, the Service Contracts, the Parking Agreements, the St. Regis Trip Count Agreement, the Chilled Water Agreements, Equipment Leases, Leases, Bookings, Licenses and Permits (including the assignability thereof); economic analyses and forecasts prepared by or on behalf of Purchaser; occupancy rates and market studies; insurance matters; and any and all other matters or materials described in subsection (b) below. Purchaser hereby specifically acknowledges its discretionary approval of all such matters and, except as may be expressly set forth in Sections 4(b), 8, 12(b), 17 or 18, acknowledges the absence of any further condition, express or implied, to Purchaser’s obligation to close the acquisition of the Property in accordance with this Agreement. (b) it has made its own enquiries to satisfy itself as Subject to the accuracy provisions of Section 5(c) below, Purchaser, its agents, employees, representatives and adequacy consultants nevertheless shall have the continuing right to review and inspect the physical, engineering, operational, legal, economic and environmental condition of the Property during the term of this Agreement (provided that such right of continuing inspection and review shall not imply any further condition or right of termination based on such inspection and review), including, without limitation: (i) review of the Due Diligence Information;Materials and all other financial and other books and records and computer data relating to the operation of the Business or the ownership of the Property (including, without limitation, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Hotel, sales and marketing information, booking and reservations reports, tenant records and correspondence relating to the Leases, records and correspondence relating to any contractors to the Hotel, and Hotel Employee information) which are in Seller’s Possession or Control; (ii) review of all building plans, specifications and drawings, surveys and warranties for services and materials provided to the Hotel; (iii) review of engineering, environmental and other reports and other documents prepared in connection with the construction, maintenance, repair, management or operation of the Hotel which are in Seller’s Possession or Control; (iv) review of the Hotel’s compliance with all Legal Requirements, including all regulatory and governmental licenses and permits relating to the Hotel; (v) review of the status of all labor contracts and negotiations, including the Union Contracts; and (vi) performance of environmental audits, non-destructive or minimally intrusive structural inspections, tenant interviews, interviews with the owner of the Adjoining Project and any other inspection or review that Purchaser deems necessary or advisable to permit Purchaser, and its prospective lenders, if any, and their respective agents, representatives or consultants, to evaluate the Property. Seller shall have no obligation, however, to provide as part of any Due Diligence Materials provided to Purchaser or to which Purchaser shall be afforded access: (A) any information or software proprietary to Hotel Operator and to which Seller has no right of ownership or review under the Management Agreement; (B) attorney-client communications, attorney work product and property valuation documents; (C) any employee records, guest data or other information as to which any laws or regulations governing privacy would restrict such disclosure; or (D) Seller’s internal memoranda, financial projections, budgets (except as prepared by Hotel Operator for Seller under the Management Agreement), appraisals, accounting and tax filings and records (except as prepared by Hotel Operator for Owner under the Management Agreement) and similar proprietary or confidential information. Seller hereby authorizes Purchaser to provide copies of any Due Diligence Materials reviewed by Purchaser to such prospective lenders and their agents, employees, representatives or consultants directly involved with the purchase of the Property, provided that Purchaser is not authorized to furnish any of the Due Diligence Materials to any other Person prior to the Closing without Seller’s prior written consent. Seller shall have no obligation or responsibility to provide any Due Diligence Materials directly to any such Persons. If this Agreement is terminated for any reason whatsoever, Purchaser promptly shall return to Seller all of the Due Diligence Materials in the possession of Purchaser or any of its agents, employees, consultants or its prospective lenders or equity investors. This Section 5(a) shall survive the termination of this Agreement. (c) it has satisfied itself Purchaser’s exercise of the continuing rights of review and inspection set forth in Section 5(b) shall be subject to the following limitations: (whether A) any entry onto the Real Property by inspection Purchaser, its agents, employees, representatives or having raised all relevant due diligence questions consultants shall be during normal business hours, following reasonable prior notice to Seller and subject to reasonable coordination with the Authority before Hotel Operator; (B) Purchaser shall not conduct any drilling, test borings or other disturbance of the Effective DateReal Property without Seller’s prior written consent to the scope of work, the proposed contractor (as to whom the consent shall not be unreasonably withheld or delayed) and the schedule for performance; (C) any discussions or interviews with Hotel Operator, any tenant or either of all relevant details relating to: their respective personnel, at Seller’s election, shall be conducted in the presence of Seller or its representatives; (D) any discussions or interviews with Hotel Operator or any other employees at the Real Property shall be limited to (i) the Authority Requirements; senior employees designated by Seller and (ii) interviews with Hotel Employees not employed under the suitability Union Contracts regarding continued employment following the Closing Date (which discussions or interviews shall be coordinated through Seller and, at Seller’s election, shall include a representative of Seller); (E) Purchaser shall exercise reasonable diligence not to disturb the use or occupancy or the conduct of business at the Real Property; (F) Purchaser shall obtain and furnish to Seller a certificate of insurance showing that Purchaser has obtained a policy of commercial liability insurance (occurrence basis) with a combined single limit coverage of at least Two Million Dollars ($2,000,000) naming Purchaser as an insured and Seller, Hotel Operator as additional insureds, issued by a responsible insurer with an A.M. Best’s Key Rating of at least AX approved by Seller (which consent shall not be unreasonably withheld or delayed) and licensed and admitted in California to conduct business in California (such insurance policy shall expressly provide that such insurance may not be canceled or reduced in scope or coverage without at least thirty (30) days’ prior written notice to Seller); (G) Purchaser shall repair any damage to the Property arising from these inspections and indemnify, defend and hold Seller and any employees, agents or representatives harmless from and against all Losses resulting solely from these inspections (provided, however, Purchaser shall have no such indemnification obligation with respect to Losses arising from (x) the gross negligence or willful misconduct of Seller or (y) the mere discovery of an pre-existing condition of the existing Property); and (H) Purchaser’s obligations imposed by this Section 5(c) shall survive termination of this Agreement. Notwithstanding anything in this Section or in Section 20(q) to the extent that it is defined contrary, Purchaser shall have the right to communicate with any (y) Governmental Authority or reasonably foreseeable at any official, employee, agent or representative thereof, with respect to the Effective Date) future Operating Environment; (iii) subject matter of such Governmental Authority’s authority over the operating processes and procedures and Property or the working methods operation of the Authority; Hotel, provided that the results of any physical or environmental inspections, studies or tests performed by Purchaser in connection with its inspection of the Property shall be subject to disclosure solely with Seller’s consent (ivwhich consent shall not be unreasonably withheld or delayed), and (z) any Person who prepared any Due Diligence Materials with respect to the ownershipsubject matter thereof, functionalityprovided that any such communications with such Persons other than the Title Company, capacitythe preparer of the Survey and any Person who prepared any environmental, geotechnical, engineering or other reports with respect to the physical condition and suitability for use of the Property shall be subject to Seller’s consent (which consent shall not be unreasonably withheld or delayed) and, at Seller’s election, any such communications shall be conducted in the Services presence of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to Seller or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; andits representatives. (d) it has advised the Authority in writing of: Purchaser specifically acknowledges (i) each aspect, if any, that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation of the Operating Environment that is not suitable for the provision physical, environmental, economic and legal condition of the Services; Property as contemplated above and (ii) that Purchaser is not relying upon any representations and warranties, other than those specifically set forth in Section 12 below, made by Seller or anyone acting or claiming to act on Seller’s behalf. Subject to the actions needed express representations and warranties set forth in Section 12 and in any document executed by Seller in connection with the transaction contemplated hereby, Purchaser further acknowledges that it has not received from Seller any accounting, tax, legal, development planning, architectural, engineering, management or other advice with respect to remedy each such unsuitable aspect; and (iii) a timetable for andthis transaction and is relying solely upon the advice of its own advisors. Subject to Section 12 and any other express provisions of this Agreement, Purchaser shall purchase the Property in an “as is, where is and with all faults” condition on the Closing Date and assumes the risk that adverse physical, environmental, governmental, economic or legal conditions may not have been revealed by its investigation. Except with respect to any claims arising out of any breach of express covenants, indemnifications, representations or warranties under this Agreement, to the extent that they survive the Closing or (as to any covenants or indemnifications) are expressly set forth under any document executed by Seller in connection with the transaction contemplated by this Agreement, Purchaser, for itself and its agents, Affiliates, directors, officers, members, partners, shareholders, successors and assigns, hereby waives, releases and forever discharges Seller and the Seller Indemnitees from any and all Losses which Purchaser has or may have in the future, arising out of the physical, environmental, governmental, economic or legal condition of the Property, including, without limitation, any rights, claims or demands for indemnification, contribution or recovery arising under any federal, state or local statute, rule or ordinance relating to liability of property owners for environmental matters. Without limiting the generality of the foregoing, Purchaser acknowledges that Seller expressly disclaims and negates, as to Personal Property and fixtures and all of the other Property: (A) any implied or express warranty of merchantability; (B) any implied or express warranty of fitness for a particular purpose; (C) any implied or express warranty of conformity to models or samples of materials; and (D) any implied or express warranty with respect to the condition of the Property, its compliance with any Legal Requirements, the past or projected financial condition, performance, and operating results of the Hotel (including income or expenses thereof or occupancy rates therefor) or the uses permitted on, the development requirements for, or any other matter or thing relating to the Property or any portion thereof, except, in each instance, as otherwise expressly set forth in this Agreement and in any document executed by Seller in connection with the transaction contemplated hereby. Notwithstanding the foregoing, Seller’s acknowledges and agrees that the release set forth herein shall not apply to third party claims for personal injury or property damage made by a Person (other than Purchaser, its agents, employees, representatives and consultants, any successors or assigns of Purchaser or any Affiliate of any such costs are party) if and to the extent based on an event or circumstance that occurred at the Property prior to the Closing Date, regardless of whether such claim was made before or after the Closing Date, including, without limitation, any litigation set forth in Exhibit H, provided that the foregoing exclusion from the effect of the release shall not express or imply any affirmative indemnity or other obligations of Seller with respect to such matters. Purchaser acknowledges that, to the extent required to be payable to the Supplieroperative, the costs disclaimers of those actionswarranties contained in this Section are “conspicuous” disclaimers for purposes of any applicable Legal Requirement. For the foregoing purposes (without waiving the benefit of any express covenants, and such actions, timetable and costs are fully reflected representations or warranties set forth in this Agreement), including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with Purchaser hereby specifically waives the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification any law of any Allowable Assumptions.jurisdiction the import of which is as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in the creditor’s favor at the time of executing the release, which if known by the creditor must have materially affected a settlement with the debtor. Purchaser hereby specifically acknowledges that Purchaser has carefully reviewed this Section 5(c) and discussed its import with legal counsel and that the provisions of this Section 5(c) are a material part of this Agreement. Purchaser

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 14 (Charges and InvoicingCharges) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment, including any Government Furnished Assets that the Parties have agreed that the Authority will provide, as set out in Schedule 3 (Authority Responsibilities); (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 Purchaser shall conduct its due diligence in good ------------- faith and evaluate whether it is satisfied with the results of its due diligence. (The Supplier Shareholder acknowledges that, subject that Purchaser intends to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier commence coal mining on all of the information and documents that Leased Real Property as soon as possible.) Purchaser shall be satisfied, in its sole discretion, with the Supplier considers necessary or relevant for the performance results of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy due diligence of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with Companies' and the Authority before the Effective Date) of all relevant details relating to: Subsidiaries, and their respective assets, and liabilities, including, without limitation: (i) all rights, title, interests and liabilities of the Authority Requirements; Companies and the Subsidiaries under the Transco Purchase Agreement; (ii) the suitability terms and conditions of the existing all agreements to which each Company and each Subsidiary is a party (including but not limited to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; terms and conditions of all lease agreements under which each Company and each Subsidiary has any interest, especially terms authorizing Purchaser to conduct highwall mining under such lease agreements); (iii) the operating processes mineability, quantity and procedures and the working methods quality of the Authority; coal reserves of each Company and each Subsidiary; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of all of the Authority Tangible Assets; and (v) the existing contracts (including any licences, support, maintenance leasehold and other agreements relating fee titles to the Operating EnvironmentLeased Real Property and Owned Real Property, respectively; (vi) referred to the magnitude of the Unknown Liabilities; and (vii) the magnitude of the reclamation obligations (regardless of whether such obligations are current or in the Due Diligence Information which may be novated to"deferred status"). However, assigned to or managed by the Supplier under notwithstanding any other provision of this Agreement and/or which to the Supplier will require contrary, the benefit dissatisfaction of for Purchaser with the provision results of its due diligence (absent a breach by Shareholder of his obligations and his failure to consummate the sale of the Services; and (dShares hereunder) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance a basis upon which to seek refund of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects portion of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence InformationDeposit, which shall be considered liquidated damages and Shareholder's sole and exclusive remedy against Purchaser. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) : the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) ; it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) ; it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) : the Authority Requirements; (ii) ; the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) ; the operating processes and procedures and the working methods of the Authority; (iv) ; the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) and the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) and it has advised the Authority in writing of: (i) : each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) ; the actions needed to remedy each such unsuitable aspect; and (iii) and a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 . The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) : any unsuitable aspects of the Operating Environment; (b) ; any misinterpretation of the Authority Requirements; and/or (c) and/or any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 . The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable AssumptionsLenders: (a) have been furnished for a reasonable period of time prior to the Authority has delivered or date hereof with the SEC Filings and any documents which may have been made available to upon request (collectively with this Agreement, the Supplier all of “Investment Materials”) and the Lenders have carefully read and evaluated the Investment Materials and understand the risks involved in an investment in the Shares and Warrants, including the risks set forth under the section titled “Risk Factors” in the Form 10-K and the considerations set forth in the Investment Materials, and have relied solely (except as indicated in subsections (b) and (c) below) on the information and documents that contained in the Supplier considers necessary or relevant for the performance of its obligations under this AgreementInvestment Materials (including all exhibits thereto); (b) it has made its own enquiries to satisfy itself as have been provided an opportunity, for a reasonable period of time prior to the accuracy and adequacy date hereof, to obtain additional information concerning the acquisition of the Due Diligence InformationShares and Warrants, PESI and all other information to the extent PESI possesses such information or can acquire it without unreasonable effort or expense; (c) it has satisfied itself (whether by inspection have been given the opportunity, for a reasonable period of time prior to the date hereof, to ask questions of and receive answers from, PESI or having raised all relevant due diligence questions with its representatives concerning the Authority before terms and conditions of the Effective Date) acquisition of all relevant details relating to: (i) the Authority RequirementsShares and Warrants and other matters pertaining to an investment therein, and have been given the opportunity for a reasonable period of time prior to the date hereof to obtain such additional information necessary to verify the accuracy of the information contained in the Investment Materials or that which was otherwise provided in order to evaluate the merits and risks of a purchase of the Shares and Warrants; (iid) have not been furnished with any oral representation or oral information in connection with the suitability acquisition of the existing Shares and (to the extent that it Warrants which is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use not contained in the Services of the Authority AssetsInvestment Materials; and (ve) have determined that the existing contracts (including any licences, support, maintenance Shares and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of Warrants are a suitable investment for the provision Lenders and that at this time the Lenders could bear a complete loss of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicableinvestment. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that(a) Subject to the provisions of this Term Sheet, the Sellers shall (i) cooperate fully with CH2M HILL and its advisors, accountants, lawyers, or representatives of CH2M HILL (collectively, “CH2M HILL’s Representatives”) with respect to CH2M HILL’s due diligence investigation of VECO; and (ii) cause the Sellers’ representatives, directors, officers, employees, accountants, lawyers, brokers, financial advisors, and any other agents or representatives (collectively, “Sellers’ Representatives”) to cooperate fully with CH2M HILL and CH2M HILL’s Representatives with respect to CH2M HILL’s due diligence investigation of VECO. Without limitation of the foregoing, Sellers shall provide CH2M HILL and CH2M HILL’s Representatives with prompt and complete access during normal business hours to VECO’s key employees, accountants, bankers, any documents, materials, books or records, accounting records, and/or other information pertaining to VECO and its subsidiaries and affiliates, whether stored on any electronic media or in hard copy, subject to limitations necessary to protect the Allowable Assumptions: attorney client privilege or as required by law (a) collectively, the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;“Records”). (b) it has made its own enquiries The parties understand and agree that in order to satisfy itself close the Transaction as contemplated by this Term Sheet, CH2M HILL, in addition to the accuracy customary due diligence to be conducted pursuant to paragraph(a) above, must engage into special due diligence designed to address its and adequacy its auditors’ reasonable concerns related to the conduct of VECO’s operations and various investigations currently underway by the Due Diligence Information;US Department of Justice, the Internal Revenue Service, and other government agencies in jurisdictions where VECO does business. The parties, therefore, agree that VECO will authorize CH2M HILL and its advisors, including, but not limited to, special legal counsel P▇▇▇▇▇ B▇▇▇▇, LLP and forensic auditors Ernst & Young, LLP (collectively “CH2M HILL Investigators”) to conduct an investigation into transactions and activities, whether or not currently known to the Sellers, that may affect VECO, its value, assets, or potential liabilities (“Special Investigation”). In connection with this Special Investigation, VECO will provide to CH2M HILL Investigators full access to any documents, materials, books or records, accounting records, and/or other information, whether stored on any electronic media or in hard copy (also, collectively, the “Records”), as deemed necessary by CH2M HILL Investigators to conduct the Special Investigation, subject to limitations necessary to protect the attorney client privilege or as required by law. VECO will also cause its consultants and advisors to release of any Records in their possession to CH2M HILL Investigators to the extent requested from time to time by CH2M HILL, subject to limitations necessary to protect the attorney client privilege or as required by law. VECO will exercise commercially reasonable efforts to provide access to any officers, executives or employees for interviews in connection with the Special Investigation. (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with VECO acknowledges the Authority before importance to the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability closing of the existing Transaction of the completion of the work for an audit of VECO’s financial statements for fiscal year 2005, 2006 and (2007. Therefore, pursuant to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods terms of the Authority; (iv) engagement of KPMG by CH2M HILL at CH2M HILL’s expense for the ownershippurpose of completing the audit of VECO’s financial statements, functionalitythe parties agree that VECO will authorize KPMG to conduct an additional investigation, capacityas deemed reasonably necessary by KPMG to complete its audit of VECO’s financial statements, condition and suitability for use subject to limitations necessary to protect the attorney client privilege or as required by law. V▇▇▇ will authorize KPMG to have full access to all Records, as deemed reasonably necessary by KPMG to conduct its investigation, subject to limitation necessary to protect the attorney client privilege or as required by law. V▇▇▇ will not object to the release of any Records in the Services possession of its consultants or advisors, subject to limitations necessary to protect the Authority Assets; and (v) the existing contracts (including attorney client privilege or as required by law. VECO will exercise commercially reasonable efforts to provide access to any licencesofficers, support, maintenance and other agreements relating to the Operating Environment) referred to executives or employees for interviews in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; andconnection with its investigation. (d) it has advised CH2M HILL will provide to the Authority in writing of: (i) each aspect, if any, Sellers its first draft of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed definitive documentation by July 9, 2007. The parties will endeavor to remedy each such unsuitable aspect; and (iii) a timetable for andmake their HSR filings by July 16, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable2007. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable AssumptionsLender: (a) has been furnished for a reasonable period of time prior to the Authority has date hereof with the SEC Filings and all documents which have been delivered to, or made available to upon request by, the Supplier all of Lender (collectively with this Loan Agreement, the “Investment Materials”) and Lender has carefully read and evaluated the Investment Materials and understand the risks involved in an investment in the Shares and Warrants, including the risks set forth under the section titled “Risk Factors” in the Form 10-K and the considerations set forth in the Investment Materials, and have relied solely (except as indicated in subsections (b) and (c) below) on the information and documents that contained in the Supplier considers necessary or relevant for the performance of its obligations under this AgreementInvestment Materials (including all exhibits thereto); (b) it has made its own enquiries to satisfy itself as been provided an opportunity, for a reasonable period of time prior to the accuracy and adequacy date hereof, to obtain additional information concerning the acquisition of the Due Diligence InformationShares and Warrants, PESI and all other information to the extent PESI possesses such information or can acquire it without unreasonable effort or expense; (c) it has satisfied itself (whether by inspection been given the opportunity, for a reasonable period of time prior to the date hereof, to ask questions of and receive answers from, PESI or having raised all relevant due diligence questions with its representatives concerning the Authority before terms and conditions of the Effective Date) acquisition of all relevant details relating to: (i) the Authority RequirementsShares and Warrants and other matters pertaining to an investment therein, and have been given the opportunity for a reasonable period of time prior to the date hereof to obtain such additional information necessary to verify the accuracy of the information contained in the Investment Materials or that which was otherwise provided in order to evaluate the merits and risks of a purchase of the Shares and Warrants; (iid) has not been furnished with any oral representation or oral information in connection with the suitability acquisition of the existing Shares and (to the extent that it Warrants which is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use not contained in the Services of the Authority AssetsInvestment Materials; and (ve) has determined that the existing contracts (including any licences, support, maintenance Shares and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of Warrants are a suitable investment for the provision Lender and that at this time the Lender could bear a complete loss of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicableinvestment. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services and the Initial Traded Contracts of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the ServicesServices and/or the Initial Traded Contracts; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the ServicesServices and/or the Initial Traded Contracts; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Subject to Clause 2.3 (Allowable Assumptions), the Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 7 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable AssumptionsAssumptions and the consequences of any Allowable Assumptions being found to be inaccurate.

Due Diligence. 2.1 3.1. The Supplier acknowledges and confirms that, subject : 3.1.1. it has had an opportunity to carry out a thorough due diligence exercise in relation to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all requirements of the information Services and documents that has asked the Supplier Council all the questions it considers necessary or to be relevant for the performance purpose of its obligations under establishing whether it is able to provide the Services in accordance with the terms of this Agreementagreement; (b) 3.1.2. it has received all information requested by it from the Council pursuant to clause 3.1.1 to enable it to determine whether it is able to provide the Services in accordance with the terms of this agreement; 3.1.3. it has made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied to it by or on behalf of the Due Diligence InformationCouncil pursuant to clause 3.1.2; (c) 3.1.4. it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority Council before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) 3.1.5. it has entered into this agreement in reliance on its own due diligence. 3.2. Save as provided in this Agreement, no representations, warranties or conditions are given or assumed by the existing contracts (including Council in respect of any licences, support, maintenance and other agreements relating information which is provided to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed Supplier by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspectCouncil and any such representations, if anywarranties or conditions are excluded, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, save to the extent that such costs are exclusion is prohibited by law. 3.3. The Supplier shall promptly notify the Council in writing if it becomes aware during the performance of this Agreement of any inaccuracies in any information provided to be payable it by the Council during such due diligence which materially and adversely affects its ability to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including perform the Services Description and/or Authority Responsibilities as applicableor meet any Service levels. 2.2 3.4. The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs from the Council which arise from, or charges, arising be relieved from any of its obligations as a result of: (a) , any unsuitable aspects of matters or inaccuracies notified to the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure Council by the Supplier to satisfy itself as to in accordance with clause 3.3 save where such additional costs or adverse effect on performance have been caused by the accuracy and/or adequacy Supplier having been provided with fundamentally misleading information by or on behalf of the Due Diligence InformationCouncil and the Supplier could not reasonably have known that the information was incorrect or misleading at the time such information was provided. If this exception applies, the Supplier shall be entitled to recover such reasonable additional costs from the Council or shall be relieved from performance of certain obligations as shall be determined by the parties in good faith. 2.3 The Parties 3.5. Nothing in this clause shall comply with limit or exclude the provisions liability of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable AssumptionsCouncil for fraud or fraudulent misrepresentation.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: Within five (a5) the Authority has delivered or made available to the Supplier all Business Days of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) , Seller shall deliver or cause to be delivered to Purchaser the Authority Requirements; (ii) the suitability of the existing documents and (information listed in Exhibit C to the extent that it is defined in Seller’s possession or reasonably foreseeable at control (collectively, the “Due Diligence Materials”). Commencing on the Effective DateDate and continuing for a period of forty-five (45) future Operating Environment; days thereafter (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the “Due Diligence Information which may be novated toPeriod”), assigned Purchaser and any representatives designated by Purchaser may, at Purchaser’s expense, at reasonable times and upon reasonable prior notice to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for andSeller, to the extent that such costs are to be payable reasonably necessary in connection with the purchase of the Property, (i) inspect the Due Diligence Materials, (ii) inspect and perform testing at the Real Property (subject to the Supplierrights of the Tenants at the Property), including, without limitation, surveys, environmental studies (including Phase 1 and, if necessary, Phase II Environmental Site Assessments), zoning analyses, examinations and tests of the roof and all structural and mechanical systems within the Improvements or located in, on or under the Land (collectively, “Inspections”), provided that all of the Inspections shall be non- invasive except to the extent approved in writing by Seller, which approval will not be unreasonably withheld, conditioned or delayed, and that Purchaser gives Seller at least 24 hours advance notice of, and the right and opportunity for a representative of Seller to monitor, such Inspections, and (iii) meet with and interview the tenants at the Property (each a “Tenant” and collectively, the costs of those actions“Tenants”), provided that Purchaser gives Seller at least 24 hours advance notice of, and the right and opportunity for a representative of Seller to attend and participate in, such actionsmeetings and interviews. All actions taken by or on behalf of Purchaser shall be in accordance with all applicable laws, timetable rules and costs are fully reflected regulations. Seller shall reasonably cooperate, at no cost to Seller, with Purchaser’s Inspections. Purchaser shall (A) not unreasonably interfere with the use of the Real Property by the Tenants, (B) restore any damage to the Real Property caused by Purchaser’s Inspections to the condition which existed immediately prior to each of the Inspections, (C) defend and indemnify Seller, its members and affiliates, and each of their officers, directors, agents and employees, from and against any and all liability, loss, cost, expense and damage for physical damage to the Real Property, or property of the Tenant or injury or death to any person (including, without limitation, reasonable attorneys’ fees) incurred by any of them in connection with the Inspections, (D) promptly after the written request of Seller from time to time, provide Seller with copies of all written reports, tests and other written information regarding the Inspections, and (E) prior to and as a condition to any Inspections, deliver to Seller certificates of insurance evidencing comprehensive liability insurance (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000.00, in a form reasonably acceptable to Seller, and naming Seller as an additional insured. Seller acknowledges that as of the date of this Agreement, including Purchaser is self-insured through the Services Description and/or Authority Responsibilities as applicableIntergovernmental Risk Management Agency ("▇▇▇▇"). Seller expressly agrees to have the foregoing insurance requirements, at the option of Purchaser, provided through ▇▇▇▇ rather than through purchased insurance. Upon the termination of this Agreement, Purchaser shall promptly return to Seller any documents (originals and copies) received from Seller. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject ‌ 4.1 Each Party agrees to use reasonable endeavours to ensure that any information that it supplies to the Allowable Assumptionsother Party in relation to this Agreement shall be complete and accurate in all material respects. 4.2 Except as expressly provided in this Agreement, no representations, warranties or conditions, express or implied, statutory or otherwise (including as to condition, quality, satisfactory quality, accuracy, performance or fitness for purpose) are given by the DCC in respect of any of the following: 4.2.1 the End-to-end Switching System; 4.2.2 the SMETS; 4.2.3 the Standards; 4.2.4 the Smart Metering Programme; 4.2.5 The REC and any subsidiary documents; 4.2.6 The Switching Programme; or 4.2.7 any other document issued by any Regulatory Body or other competent authority from time to time that may impact any of the Services (aincluding the Deliverables), the Switching Services or the Switching Programme generally, (collectively, the "Excluded Matters") and any such representations, warranties or conditions are excluded, except to the Authority extent prohibited by Law. 4.3 The Contractor acknowledges and agrees that: 4.3.1 the DCC has delivered or made available to the Supplier Contractor all of the information Due Diligence Information and all other documents that the Supplier Contractor considers necessary or relevant for the performance of its obligations under this Agreement; (b) 4.3.2 it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the such Due Diligence Information; (c) 4.3.3 it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority DCC before the Effective Commencement Date) of all relevant the details relating to: (ia) the Authority DCC Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iiib) the operating processes and procedures and the working methods procedure of the Authority;DCC; and (ivc) the ownership, functionality, capacity, capacity condition and suitability for use in the Services of the Authority DCC Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) 4.3.4 it has advised the Authority DCC in writing of: (ia) each aspect, if any, of the Operating Environment DCC Assets that is not suitable for the provision of the Services; (iib) the actions needed to remedy each such unsuitable aspect; and (iiic) a timetable for and, to the extent that such costs are to be payable to the SupplierContractor, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 4.4 The Supplier Contractor shall not be excused from the performance of any of its obligations under this Agreement on the grounds ground of, nor, subject to Clause 2.3, nor shall the Supplier Contractor be entitled to recover any additional costs or charges, arising as a result of: (a) 4.4.1 any unsuitable aspects of the Operating Environment;DCC Assets; and (b) any misinterpretation of the Authority Requirements; and/or (c) 4.4.2 any failure by the Supplier Contractor to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available The parties acknowledge and agree that SUMMO's purchase shall be based on SUMMO's independent investigation, inspection, examination, analysis, testing and evaluation of and pertaining to the Supplier all ▇▇▇▇▇▇▇ Camp Property and, in that regard, SUMMO acknowledges and confirms that SELLER has not made any representations or warranties with respect to the nature, condition or status of the information ▇▇▇▇▇▇▇ Camp Property other than those which are set forth and documents that the Supplier considers necessary or relevant for the performance of its obligations under contained in this Agreement;. SUMMO acknowledges the ▇▇▇▇▇▇▇ Camp Property is being sold in "AS IS" condition without warranty, expressed or implied except as specifically set forth herein. (b) it has made Accordingly, SUMMO and its own enquiries lenders shall have up to satisfy itself as one hundred fifty (150) days after the Effective Date within which to conduct their due diligence investigation of the ▇▇▇▇▇▇▇ Camp Property. During this period, SELLER shall permit representatives of SUMMO and its lenders to have free and unrestricted access to the accuracy ▇▇▇▇▇▇▇ Camp Property and adequacy to all Books, Records, and Accounts of SELLER, wherever located, relating to the Due Diligence Information;▇▇▇▇▇▇▇ Camp Property. The representatives of SUMMO and its lenders shall have the right to explore, sample, and test the Mining Property by drilling, geophysical and geochemical surveys, or other methods; provided, however, that such due diligence investigation shall be conducted in accordance with all applicable laws and provided, further, that promptly after completion of any such activity, SUMMO shall return the Mining Property to essentially its prior condition. SUMMO's obligation to restore the Mining Property to its prior condition shall continue in full force and effect and shall survive any termination of this Agreement. (c) it has satisfied itself (whether by inspection or having raised SUMMO shall exercise all relevant due diligence questions with in safeguarding and maintaining as confidential all data or information acquired during its due diligence investigation, and all such data and information shall be subject to the Authority before Confidentiality Agreement and SUMMO shall not disclose any such information to any person unless such person is subject to and bound by the Effective Date) of all relevant details relating toConfidentiality Agreement; provided, however, that notwithstanding any other provision, the requirement for confidentiality shall be subject to the following exceptions: (i) A disclosure to (1) an entity to which the Authority Requirements;rights of SUMMO have been assigned pursuant to Section 3.4(a) or a nominee of SUMMO under Section 3.4(b), including but not limited to the lenders of such entity or nominee; (2) any public or private financing agency or institution or financier; (3) any contractor or subcontractor that SUMMO (its assignee or nominee) engages to assist it with its due diligence; and (4) employees and consultants of SUMMO (its assignee or nominee) including attorneys, auditors, bankers, and other advisors. In any such case only such confidential information as such third party shall have a legitimate business need to know shall be disclosed. Before SUMMO makes any disclosure pursuant to this subsection (i), the third party shall first agree in writing to protect the confidential information from further disclosure to the same extent as SUMMO is obligated hereunder. (ii) Confidential information that otherwise comes into the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment;public domain. (iii) Confidential information that is required, in the operating processes opinion of counsel for SUMMO (its parent, assignee, or nominee), to be disclosed to any federal, state, or local government or appropriate agencies and procedures and departments thereof or that is required, in the working methods opinion of such counsel, to be publicly announced, to the Authority;extent required by law. (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating Confidential information required to be disclosed pursuant to the Operating Environment) referred rules or regulations of a stock exchange or similar trading market applicable to in the Due Diligence Information which may be novated to, assigned to SUMMO or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; andits parent. (d) it has advised the Authority in writing of: (i) each aspectSUMMO or its lenders shall bear all costs of its due diligence investigation, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, including the costs of those any exploration, sampling, and testing; shall obtain all permits required for its due diligence investigation; and shall conduct its due diligence investigation in a manner so as not to interfere with the normal business operations. (e) SUMMO waives and releases all claims against SELLER, its directors, officers, employees, and agents for injury to or death of persons or damage to property caused directly or indirectly by SUMMO's due diligence investigation except such as may result from SELLER's negligence or willful misconduct. SUMMO shall indemnify and hold SELLER, its directors, officers, employees, and agents harmless from and against all claims, costs, expenses, actions, suits, proceedings, losses, damages and such actions, timetable and costs are fully reflected in this Agreementliabilities, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall but not be excused from the limited to reasonable attorneys' fees and expenses, caused directly or indirectly by SUMMO's performance of its due diligence investigation of the ▇▇▇▇▇▇▇ Camp Property. This release and indemnity shall continue in full force and effect and shall survive any termination of its obligations under this Agreement on and the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects purchase of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information▇▇▇▇▇▇▇ Camp Property. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject Buyer's obligation to purchase the Allowable AssumptionsAssets and Seller's obligation to sell the Assets are each conditioned upon the satisfaction or express written waiver of the conditions precedent set forth below: (a1) the Authority has delivered or made available Attached hereto as Exhibit A-3 is a list of items that ▇▇▇▇▇▇ agrees to the Supplier all provide to Buyer as part of Buyer's due diligence and investigation of the information and documents that Assets, which Seller agrees to provide as soon as practicable (the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the "Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Items"). The Due Diligence Information which may Items shall be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, provided to the extent that such costs items are in writing or human readable electronic format and to the extent that such items do not need to be payable created by Seller for the sole purpose of satisfying Buyer's due diligence. The provision of all such items in Seller's possession shall constitute full satisfaction of Seller's obligation hereunder, even if such items constitute only a portion of the items otherwise requested by Buyer. Buyer shall have until 5:00 p.m. on Saturday, January 23, 1999 (the "Approval Deadline"), to approve or disapprove, at its sole discretion the following matters pertaining to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: Assets: (a) any unsuitable aspects the physical and environmental condition of the Operating Environment; Equipment and the Premises, including, without limitation, the presence or absence of any Hazardous Materials at or beneath the Premises; (b) any misinterpretation the financial condition of the Authority RequirementsAssets including, without limitation, the feasibility, convertability, desirability and suitability of the Assets for Buyer's intended use and purposes; and/or (c) the legal condition of the Assets including, without limitation, the Assets' compliance or non-compliance with any failure applicable federal, state or local statutes, ordinances, codes, regulations, decrees, orders, laws or other governmental requirements (collectively, "Applicable Laws"); (d) the Documents (hereinbelow defined) and all other Seller Materials (hereinbelow defined), if any; (e) the existence or non-existence, and availability or nonavailability, of any governmental, quasi-governmental or private approvals, permits, licenses, or other entitlements, if any, affecting the Assets or their use or occupancy; (f) the dimensions and specifications of the Premises; (g) the zoning, building, and land use restrictions affecting the Premises; and (h) the condition of title to the Assets The matters described in clauses (a) through (h), above, are collectively referred to herein as the "Condition of the Assets". Buyer may, at its sole cost and expense, retain a qualified licensed contractor to perform a Phase I and a Phase II environmental assessment of the Premises. (2) Buyer acknowledges that the period of time from the execution of this Agreement until the Approval Deadline affords Buyer sufficient time to make all inspections, tests, analyses, evaluations and reviews Buyer deems necessary and prudent to fully evaluate the Condition of the Assets. Buyer shall approve or disapprove the Condition of the Assets by delivering written notice thereof to Seller on or before the Approval Deadline. If Buyer disapproves the condition of the Assets in the manner provided in this Section 2.3, then this Agreement shall terminate without further action by the Supplier parties as provided in Section 15.3, below. (3) Seller hereby grants Buyer the right to satisfy itself enter upon the Premises from the date of execution of this Agreement through and until the Approval Deadline between the hours of 8:00 a.m. and 5:00 p.m. to conduct such inspections, tests, investigations, analyses and evaluations as Buyer deems necessary or prudent to evaluate the Condition of the Assets, provided that such activity does not interfere with Seller's business or the operation of the Wafer Fabrication Facility and that Buyer shall give Seller oral or written notice at least one (1) business day before the entry of any person possessing mechanic's or materialmen's or other lien rights so as to allow Seller to post the accuracy and/or adequacy appropriate notices of non-responsibility. Any such requirement shall not delay Buyer's scheduled inspections, tests, or interviews, provided ▇▇▇▇▇ has provided Seller with at least three (3) business days prior written notice of the Due Diligence Informationdate, time and location of the scheduled inspections of the Premises or the Assets. All tests, inspections and examinations of the Assets shall be done at Buyer's sole expense in a workmanlike manner in accordance with Applicable Laws. Notwithstanding anything to the contrary herein, Buyer may not perform any test or inspection or carry out any activity at the Premises that damages the Premises or Assets or which is physically intrusive into the ground or any improvements on the Premises, without the prior written consent of Seller, which Seller may withhold in its sole and absolute discretion. If Seller does not consent to any such test, inspection or activity, then Buyer may give written notice to Seller of its disapproval of the Condition of the Assets and thereby terminate this Agreement in the manner provided above. Buyer shall, at its sole expense, immediately repair any damage to the Premises or the Assets caused by any entry by Buyer or any of Buyer's agents, servants, nominees, contractors, consultants, engineers, subcontractors, employees or other persons acting for or on behalf of Buyer (collectively, "Buyer's Representatives") upon the Premises, and Buyer shall, at its sole expense, after each entry by Buyer or any of Buyer's Representatives upon the Premises, restore the Property to the same condition it was in as of the date this Agreement was executed. 2.3 The Parties (4) Buyer shall comply with indemnify, protect, defend and hold Seller, its employees, agents, successors, and assigns, and the provisions Assets free and harmless from and against any and all claims, actions, causes of Paragraph 6 action, suits, proceedings, costs, expenses (including, without limitation, attorneys' fees and costs), liabilities, damages and liens of Part C of Schedule 7.1 any type or kind (Charges and Invoicing"Costs") in relation to the verification extent resulting from property damage or personal injury caused by Buyer's exercise of its inspection rights under paragraph 2.3(b)(3); provided, however, that the foregoing indemnity shall not apply to any Costs resulting from (i) the acts, omissions of Seller or any agent, contractor or representative of Seller, or (ii) Buyer's discovery of any Allowable Assumptionsinformation potentially having a negative impact on the Assets, the Premises or the Wafer Fabrication Facility, including, without limitation, any Costs arising from or relating to the discovery of any Hazardous Materials on or about the Premises. (5) Within two (2) days of the execution of the Agreement, Seller will provide or will make available to Buyer for review and photocopying (at Buyer's sole expense), at the office of Seller, during Seller's normal business hours, any other additional documents related to the Assets that are in Seller's possession, including, but not limited to, building and improvement plans, maintenance and inspection reports, construction records, environmental reports, assessments, permits, audits, and agency correspondence (including any Phase I or Phase II or other environmental reports or information previously created or in progress), or statements of any information with respect to possible or pending actions regarding the Assets by any Federal, State or other government agency. Such documents are collectively referred to herein as the "Documents". Buyer hereby agrees that it shall not remove any original Documents from Seller's offices. On the termination of this Agreement for any reason whatsoever, Buyer shall immediately return all photocopies of any Documents to Seller. (6) The conditions precedent set forth above shall fail or shall be satisfied in accordance with their respective terms. No waiver of any such conditions precedent shall be effective unless expressly set forth in writing by the party or parties receiving the benefit of the condition.

Due Diligence. 2.1 The Supplier acknowledges thatUntil the forty-fifth (45th) day following the Effective Date (the “Due Diligence Expiration Date”), subject Purchaser and Purchaser’s Representatives (as defined below) shall have the right, without interfering with Sellers’ operations, to conduct due diligence with respect to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all of the information Assets and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy feasibility and adequacy acceptability of the Assets and the Fee/Leased Locations for the Purchaser’s intended use as a retail convenience store and gas station operation and to enter onto each of the Fee/Leased Locations (at reasonable times agreed to by the parties) to inspect and reasonably test the Fee/leased Locations and the other Assets, including all buildings, improvements and equipment located thereon. In addition, Sellers shall permit Purchaser and Purchaser’s Representatives reasonable access, upon twenty-four (24) hours advance notice, to each Seller’s premises, books, records, financial records and key personnel relative to the Seller’s Fee/leased Locations and the Assets and shall cause its key personnel to furnish Purchaser with such financial, operating and other information regarding the Seller’s subject business, the Assets, the Locations, contracts, liabilities, employees and properties as Purchaser may reasonably request. Purchaser’s analysis, inspection and testing may include, but shall not be limited to: soil analysis and borings, utility location availability, perc testing, geological testing, financial analysis, analysis for SEC (as hereinafter defined) compliance and any and all other tests, studies or analysis, which Purchaser, in its sole discretion, deems appropriate, provided however, that borings shall only be performed by mutual agreement of the parties (collectively, the “Property and Business Studies and Analysis”), copies of which shall be promptly forwarded to Sellers. The Property and Business Studies and Analysis may also include, at Purchaser’s discretion, Environmental Site Assessments (“ESA”) at the Fee/Leased Locations, provided the ESA conforms to Schedule 7.1 and applicable ASTM standards, does not damage or interfere with the operation of the Fee/Leased Locations and Purchaser provides Sellers with a copy of the ESA report promptly after the report is issued. At all times, Purchaser and Purchaser’s Representatives shall be covered by adequate insurance and shall comply with all applicable safety and other legal requirements. In the event that the Purchaser determines that the results of any analysis, inspection or testing of the Assets or the Property and Business Studies and Analysis are unacceptable (the “Inspection Defects”), in Purchaser’s sole discretion, Purchaser shall give Sellers written notice thereof, and Purchaser may, by further written notice delivered to the Sellers prior to the expiration of the Due Diligence Information; Expiration Date, either (ci) it terminate this Agreement as to the specific Asset that has satisfied itself the Inspection Defect that applicable Seller has not corrected within thirty (whether 30) days after Purchaser’s written notice of the existence of the Inspection Defect (but in no event later than ten (10) days before the Closing Date), and in that event, the Asset Purchase Price will be reduced based upon the portion of the Asset Purchase Price allocated to such excluded Asset(s) under Section 2.4 above (or if a portion of the Asset Purchase Price is not allocated to the specific excluded Asset(s) under Section 2.4 above, by inspection such amount as Sellers and Purchaser shall mutually agree); or having raised all relevant due diligence questions with (ii) waive as a condition to Purchaser’s obligations hereunder such Inspection Defect. For the Authority before purposes of this Section 7.1, Inspection Defects shall not consist of: (i) matters that would not (either individually or in the aggregate) have a Material Adverse Effect on the business and/or operations of any specific Location in the event Purchaser seeks to terminate this Agreement as to such Location (as opposed to a specific Asset other than such Location); or (ii) financial performance or results of operation at any Location that does not materially adversely vary from the Financial Information (as defined in Section 5.9 and set forth in Schedule 5.9) provided by Seller prior to the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (, provided this exclusion shall not be applicable to the extent that it is defined or reasonably foreseeable at any such information provided prior to the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to Date is materially incorrect or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicableincomplete. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject Subject to the Allowable Assumptions: provisions of Section 9.3 hereof, Seller has provided and/or shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s inspections and review and determine the present condition of the Property. Buyer shall have the right, at any time prior to Closing to communicate with the Seller’s on site property manager provided that Buyer gives Seller not less than twenty-four (a24) hours prior written notice (which notice may be made by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇), and Seller shall have the Authority right, but not the obligation, to be present at any meeting with the property manager. Seller has delivered or made available to Buyer, or shall deliver or make available to Buyer by no later than three (3) Business Days after the Supplier Effective Date, copies of surveys prepared by Seller, Seller’s title policy, Phase I or other environmental reports on the Property obtained by Seller, building permits, use and occupancy permits or the equivalent, all contracts pertaining to the operation of the information Property, including all service and documents that maintenance agreements and equipment leases listed on Exhibit D (collectively, the Supplier considers necessary or relevant “Service Contracts”), other contracts, agreements, reports, third party appraisals, projections, budgets, operating statements and quarterly reports for the performance of its obligations under this Agreement; preceding two (b2) it has made its own enquiries to satisfy itself as years, and other items and materials delivered to, prepared by or on behalf of, or in Seller’s possession with respect to the accuracy Real Property, and adequacy the operation of the hotel thereon (collectively, the “Due Diligence Materials”) in Seller’s or its property manager’s possession, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude: (i) those portions of the Due Diligence Information; (c) it has satisfied itself (whether by inspection Materials that would disclose Seller’s cost of acquisition of the Property, or having raised all relevant due diligence questions with cost of construction of the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; Improvements and related soft costs; (ii) any reports, presentations, summaries and the suitability like prepared for any of Seller’s boards, committees, members or investors in connection with its consideration of the existing and (to acquisition of the extent that it is defined Property, construction of the Improvements or reasonably foreseeable at sale of the Effective Date) future Operating Environment; Property; (iii) any proposals, letters of intent, draft contracts or the operating processes and procedures and the working methods like prepared by or for other prospective purchasers of the Authority; Property or any part thereof; (iv) the ownershipSeller’s internal memoranda, functionalityattorney-client privileged materials, capacity, condition internal appraisals or projections; and suitability for use in the Services of the Authority Assets; and (v) any information which Seller is prohibited from disclosing because such information is the existing contracts (including any licences, support, maintenance subject of a confidentiality agreement between Seller and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicablethird party. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this AgreementContract; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement Contract and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this AgreementContract, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement Contract on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 15 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 All due diligence shall be coordinated by the Seller, and all requests for due diligence materials and related information shall be made to counsel for the Seller, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, 1251 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq. (▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇) and S. ▇▇▇▇▇ ▇▇▇▇▇, Esq. (▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇), or any other professional retained by the Seller and as directed by the Seller. The Supplier acknowledges thatSeller shall afford each Qualified Bidder access to due diligence materials reasonably requested; provided, subject however, that the Seller, in its reasonable discretion, may permit Potential Bidders to conduct limited due diligence, provided such Potential Bidders execute a confidentiality agreement substantially in the form attached hereto as Exhibit 1, for the limited purpose of permitting such Potential Bidders to determine whether or not they desire to submit a Qualified Bid. The Seller shall coordinate all reasonable requests for information and due diligence access from Qualified Bidders. Any additional due diligence shall not continue after the Bid Deadline, except as otherwise consented to by the Seller. The Seller may, in its discretion, coordinate diligence efforts such that multiple Qualified Bidders have simultaneous access to due diligence materials. The Seller shall not be obligated to furnish any information relating to the Allowable Assumptions: (a) the Authority has delivered or made available Assets to the Supplier all of the information any person other than to Qualified Bidders. Each Qualified Bidder shall be deemed to acknowledge and documents represent that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made had an opportunity to conduct any and all due diligence regarding the Assets prior to making its offer, that it has relied solely upon its own enquiries to satisfy itself independent review, investigation, and/or inspection of any documents and/or the Assets in making its bid, and that it did not rely upon any written or oral statements, representations, promises, warranties, or guaranties whatsoever, whether express, implied, by operation of law or otherwise, regarding the Assets, or the completeness of any information provided in connection therewith, the Bidding Process or the Auction (as defined herein), except, as to the accuracy and adequacy Successful Bidder, as expressly stated in the definitive agreement with such Successful Bidder approved by the Bankruptcy Court. All Bids (as defined below) must be submitted in writing so that they are actually received no later than 5:00 p.m. (prevailing Eastern time) on October 23, 2008 (the “Bid Deadline”). Each Qualified Bidder (as defined below) must deliver copies of its Bid to ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel for the Debtor, 1251 Avenue of the Due Diligence Information; (c) it has satisfied itself (whether ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq. and S. ▇▇▇▇▇ ▇▇▇▇▇, Esq., or by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) e-mail to ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇. The Debtor’s counsel shall serve copies of all relevant details relating to: Bids received on (i) counsel for the Authority Requirements; Purchaser, Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. and ▇▇▇▇▇ ▇. ▇▇▇▇, Esq., (ii) counsel for any official committees appointed in the suitability of the existing Debtor’s case, and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods Office of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicableUnited States Trustee. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges thatUp to one (1) time each calendar year, subject beginning with 2022, at such times during normal business hours as are reasonably convenient to the Allowable Assumptions: Borrower or the Servicer, as the case may be, at the sole cost and expense of the Servicer (aprovided that such costs and expenses shall be limited to $[***] per annum unless a Termination Event, Unmatured Termination Event, Unmatured Servicer Termination Event or Servicer Termination Event shall have occurred and be continuing) and upon reasonable request of the Authority has delivered or made available Administrative Agent and prior written notice to the Supplier Borrower or the Servicer, as the case may be, the Borrower or the Servicer, as the case may be, shall permit such Person or Persons as the Administrative Agent may designate to conduct, on behalf of all of the information them, audits or to visit and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy inspect any of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability properties of the existing and (to Borrower or the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts Servicer (including any licencesSubservicer) where the Receivable Files are located, supportas the case may be, maintenance to examine the Receivable Files, internal controls and other agreements relating procedures maintained by the Borrower or Servicer, as the case may be, and take copies and extracts therefrom, and to discuss the affairs of the Borrower and the Servicer (including any Subservicer) with their respective officers and employees (which employees, except after the occurrence and during the continuation of a Termination Event, Unmatured Termination Event, Unmatured Servicer Termination Event or Servicer Termination Event, shall be designated by the Borrower or the Servicer, as the case may be) and, upon written notice to the Operating Environment) referred Borrower or the Servicer, as the case may be, independent accountants; provided, further, that after the occurrence and during the continuation of a Termination Event, Unmatured Termination Event, Unmatured Servicer Termination Event or Servicer Termination Event, the Administrative Agent or its representatives shall be permitted to in take the Due Diligence Information which foregoing actions without being subject to any limitation on the number of audits, visits or inspections that may be novated toconducted during a calendar year and such audits, assigned to visits or managed by inspections shall be at the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision sole cost and expense of the ServicesServicer; and provided, that the Administrative Agent and its representatives shall make reasonable efforts to coordinate, and provide 30 days’ prior written notice of, such audits, visits and inspections. The Borrower or the Servicer, as the case may be, hereby authorizes such officers, employees and independent accountants (dand the Servicer shall cause each Subservicer to authorize such officers, employees and independent accountants) it has advised to discuss with the Authority in writing of: (i) each aspectAdministrative Agent and its representatives, if any, the affairs of the Operating Environment that is not suitable Borrower or the Servicer, as the case may be. The Servicer shall reimburse the Administrative Agent for the provision all reasonable fees, costs and expenses incurred by or on behalf of the Services; (ii) Administrative Agent and the Secured Parties in connection with the foregoing actions needed to remedy each such unsuitable aspect; and (iii) promptly upon receipt of a timetable written invoice therefor. Any audit provided for and, to herein shall be conducted in accordance with the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects rules of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges Borrower and Invoicing) in relation to the verification of any Allowable Assumptions.Servicer respecting safety and security on its premises and without materially disrupting

Due Diligence. 2.1 The Supplier (a) Seller acknowledges that, subject at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Allowable Assumptions: Purchased Assets, Seller Parties and Servicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Seller agrees that upon reasonable prior written notice from Buyer (aunless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Seller shall provide (or shall cause any other Seller Party or Servicer, as applicable, to provide) the Authority has delivered reasonable access to Buyer and any of its agents, representatives or made available permitted assigns to the Supplier all offices of Seller, such other Seller Party or Servicer, as the case may be, during normal business hours and permit them to examine, inspect, and make copies and extracts of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information and documents that relating to such Purchased Assets in the Supplier considers necessary possession or relevant for under the performance control of its obligations under this Agreement;such party. (b) Seller agrees that it has made shall, promptly upon reasonable request of Buyer, deliver (or shall cause to be delivered) to Buyer and any of its own enquiries agents, representatives or permitted assigns copies of any documents permitted to satisfy itself as to the accuracy and adequacy of the Due Diligence Information;be reviewed by Buyer in accordance with Article 26(a). (c) it has satisfied itself Seller agrees to make available (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Dateto cause any other Seller Party or Servicer, as applicable, to make available) to Buyer and any of all relevant details relating to: its agents, representatives or permitted assigns (i) in person at the Authority Requirements; time of any inspection pursuant to Article 26(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Seller, such other Seller Party or Servicer, as the suitability case may be, for the purpose of answering questions about any of the existing and (to the extent that it is defined foregoing Persons, or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements matters relating to the Operating Environment) referred Transaction Documents or any Transaction that Buyer reasonably needs to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; anddiscuss with such Person. (d) it Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has advised the Authority right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third- party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in writing of:connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of any Seller Party or any Affiliate thereof. (ie) each aspectSeller hereby acknowledges and agrees that Buyer shall have the right to commission and order an Appraisal of any Mortgaged Property at any time and from time to time, if any, of the Operating Environment that is not suitable and Seller shall be responsible for the provision reasonable and documented costs and expenses incurred by Buyer in obtaining one such Appraisal for the Mortgaged Property or Properties securing a Purchased Asset during any twelve (12) consecutive month period. Seller shall cooperate with Buyer in connection with the commission or order of any Appraisal by Buyer, and Seller shall use commercially reasonable efforts to cause the Services;applicable Mortgagor to cooperate with Buyer in obtaining any such Appraisal, including, without limitation, by providing Buyer with access to the Mortgaged Property. (iif) the actions needed Seller agrees to remedy each such unsuitable aspect; and reimburse Buyer on demand for reasonable and documented out- of-pocket costs and expenses (iii) a timetable for andincluding, to the extent that such costs are to be payable to the Supplierwithout limitation, the costs reasonable fees and expenses of those actions, and such actions, timetable and costs are fully reflected outside counsel) incurred by Buyer in connection with its due diligence activities pursuant to this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, norArticle 26, subject to Clause 2.3to, shall the Supplier be entitled to recover any additional costs or chargesso long as no Event of Default has occurred and is continuing, arising as a result of: (a) any unsuitable aspects calendar year cap of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information$50,000. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to : the Allowable Assumptions: (a) the Authority Customer has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) Call Off Contract; it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) ; it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority Customer before the Effective Call Off Commencement Date) ; it has satisfied itself of all relevant details, including but not limited to, details relating to: (i) to the Authority Requirements; (ii) the following; suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Call Off Commencement Date) future Operating Environment; (iii) the ; operating processes and procedures and the working methods of the Authority; (iv) the Customer; ownership, functionality, capacity, condition and suitability for use in the provision of the Goods and/or Services of the Authority Customer Assets; and (v) the and existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement Call Off Contract and/or which the Supplier will require the benefit of for the provision of the Goods and/or Services; and (d) it has advised the Authority Customer in writing of: (i) : each aspect, if any, of the Operating Environment that is not suitable for the provision of the Goods and/or Services; (ii) ; the actions needed to remedy each such unsuitable aspect; and (iii) and a timetable for and, to the extent that such costs are to be payable to the Supplier, and the costs of those actions, ; it has undertaken all necessary due diligence and such actions, timetable has entered into this Call Off Contract in reliance on its own due diligence alone; and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier it shall not be excused from the performance of any of its obligations under this Agreement Call Off Contract on the grounds of, nor, subject to Clause 2.3, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any of any: unsuitable aspects of the Operating Environment; (b) any ; misinterpretation of the Authority Requirementsrequirements of the Customer in the Call Off Order Form or elsewhere in this Call Off Contract; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information; and/or failure by the Supplier to undertake its own due diligence. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier (a) Seller acknowledges that, subject at reasonable times and upon reasonable notice to Seller, ▇▇▇▇▇ has the right to perform continuing due diligence reviews with respect to the Allowable Assumptions: Purchased Assets, the Seller Parties and Servicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Seller agrees that upon reasonable prior written notice from Buyer (aunless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Seller shall provide (or shall cause any other Seller Party or Servicer, as applicable, to provide) the Authority has delivered reasonable access to Buyer and any of its agents, representatives or made available permitted assigns to the Supplier all offices of Seller, such other Seller Party or Servicer, as the case may be, during normal business hours and permit them to examine, inspect, and make copies and extracts of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information and documents that relating to such Purchased Assets in the Supplier considers necessary possession or relevant for under the performance control of its obligations under this Agreement;such party. (b) Seller agrees that it has made shall, promptly upon reasonable request of Buyer, deliver (or shall cause to be delivered) to Buyer and any of its own enquiries agents, representatives or permitted assigns copies of any documents permitted to satisfy itself as to the accuracy and adequacy of the Due Diligence Information;be reviewed by ▇▇▇▇▇ in accordance with Article 26(a). (c) it has satisfied itself Seller agrees to make available (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Dateto cause any other Seller Party or Servicer, as applicable, to make available) to Buyer and any of all relevant details relating to: its agents, representatives or permitted assigns (i) in person at the Authority Requirements; time of any inspection pursuant to Article 26(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Seller, such other Seller Party or Servicer, as the suitability case may be, for the purpose of answering questions about any of the existing and (to the extent that it is defined foregoing Persons, or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements matters relating to the Operating Environment) referred Transaction Documents or any Transaction that Buyer reasonably needs to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; anddiscuss with such Person. (d) it Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has advised the Authority right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third-party underwriter to perform such underwriting. ▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇ and any third party underwriter in writing of:connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of any Seller Party or any Affiliate thereof. (ie) each aspectSeller hereby acknowledges and agrees that Buyer shall have the right to commission and order an Appraisal of any Mortgaged Property at any time and from time to time; provided, if anyhowever, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, prior to the extent that such costs are to be payable to the Supplieroccurrence and continuance of an Event of Default, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier Seller shall not be excused from responsible for the performance costs and expenses incurred by Buyer in obtaining more than one Appraisal of any of its obligations under this Agreement on the grounds of, nor, Mortgaged Property related to any Purchased Asset subject to Clause 2.3a Transaction hereunder in any twelve (12) month period (provided that the foregoing will not limit the ability of Buyer to obtain Appraisals at its own cost and expense). Seller shall reasonably cooperate with Buyer in connection with the commission or order of any Appraisal by Buyer, and Seller shall use commercially reasonable efforts to cause the Supplier be entitled applicable Mortgagor to recover cooperate with Buyer in obtaining any additional costs such Appraisal, including, without limitation, by providing Buyer with access to the Mortgaged Property; provided, however, that so long as no Event of Default has occurred and is then continuing, Seller’s obligations set forth in the preceding clause of this sentence shall not extend beyond the second (2nd) commission or charges, arising as order of any Appraisal of such Mortgaged Property by Buyer within a result of:given twelve (12) month period. (af) any unsuitable aspects ▇▇▇▇▇▇ agrees to reimburse Buyer on demand for actual out of pocket costs and expenses (including, without limitation, the Operating Environment; (breasonable fees and expenses of outside counsel) any misinterpretation of the Authority Requirements; and/or (c) any failure incurred by the Supplier Buyer in connection with its due diligence activities pursuant to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Informationthis Article 26. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 6.1 The Supplier acknowledges Parties shall be allowed up to and including the Closing Date, which shall be referred to as the “Due Diligence Period”, to satisfy themselves that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available title to the Supplier all of City Property and the information ROW Property are good and documents that the Supplier considers necessary or relevant for the performance of its obligations under free from restrictions, mortgages, charges, liens and encumbrances except as otherwise specifically provided in this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy Agreement and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating tosave and except for: (i) any registered restrictions or covenants that run with the Authority Requirements; City Property, provided that such have been complied with, (ii) the suitability of the existing any registered municipal agreements and (to the extent agreements with publicly regulated utilities, provided that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; such have been complied with, (iii) the operating processes any easements and procedures and the working methods of the Authority; rights-of-way, provided that such have been complied with, (iv) any qualifications, reservations, provisos and limitations contained in or imposed by any applicable statute and/or any authority having jurisdiction over the ownershipCity Property provided that such have been complied with, functionality, capacity, condition and suitability for use (v) any discrepancies in the Services of the Authority Assetstitle or possession which would be disclosed by an up-to-date survey; and (vb) there are no outstanding orders, deficiency notices or directives issued by any federal, provincial or municipal authority affecting the existing contracts (including any licencesCity Property and ROW Property. 6.2 If, support, maintenance and other agreements relating to the Operating Environment) referred to in within the Due Diligence Information Period, the Parties notify each other or their Solicitors of any valid objection to title or to any outstanding order, deficiency notice or directive or to the fact that the present use of the City Property and ROW Property may not be lawfully continued and which the Parties are unable or, in their discretion, determine not to remove, remedy or satisfy and which the Parties will not waive, this Agreement shall, notwithstanding any intermediate acts or negotiations in respect of any such matter, be at an end. Save as to any valid objection so made within the Due Diligence Period, and except for any objection going to the root of the title, the Parties shall be conclusively deemed to have accepted the Parties’ title to the City Property and ROW Property. 6.3 Subject to Sections 6.1 and 6.2, the Parties covenant and agree to discharge any registered liens, mortgages or charges affecting the City Property or the ROW Property at their own expense on or before the Closing Date. 6.4 The Parties shall not call for the production of any title deed, abstract, survey or other evidence of title to the City Property or ROW Property except as are in the control or possession of the Parties. The Parties agree that the Parties will deliver any sketch or survey of the City Property or ROW Property in the Parties’ control or possession to the Parties as soon as practicable and prior to the last day allowed for examining title to the City Property or ROW Property. 6.5 The Parties shall, upon request, forthwith deliver letters in a form satisfactory to the Parties addressed to such governmental authorities as may be novated to, assigned to or managed reasonably requested by the Supplier under Parties or their solicitors authorizing the release of any information as to compliance matters which such governmental authorities may have pertaining to the City Property or the ROW Property; provided, however, that nothing herein contained shall be deemed to authorize or permit the Parties to request any governmental or municipal inspections of the City Property or ROW Property. If this Agreement and/or which is not completed the Supplier will require Parties shall keep any such information strictly confidential and shall not use it for any purpose whatsoever. 6.6 There is no condition, representation or warranty of any kind, express or implied, that the benefit of for the provision condition of the Services; and (d) it has advised City Property or ROW Property shall be appropriate for any particular use, unless expressly set out herein, or that the Authority in writing of: (i) each aspectpresent use by the Parties or the future intended use by the Parties is or will be lawful or permitted, if any, or that any sketch or survey delivered by the Parties is complete or accurate. Without limiting the generality of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for andforegoing, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier Agreement shall not be excused from affected by any change in the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs zoning or charges, arising as a result of: (a) any unsuitable aspects use of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier Exchange Properties prior to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Informationcompletion. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered RADNOR and/or its representatives have been afforded access to properties, books, records and or made available to the Supplier all other sources of information of the SELLERS which comprise the purchased ASSETS, and have had the opportunity to ask questions of, and to receive answers and information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy from, certain officers of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with SELLERS regarding the Authority before ASSETS and the Effective Date) of all relevant details relating to:BUSINESS. (i) If any RADNOR Specified Person (as hereinafter defined) has or obtains actual knowledge at any time on or prior to four (4) BUSINESS DAYS prior to the Authority Requirements;CLOSING DATE (the "NOTIFICATION PERIOD") of any information which renders inaccurate in any material respect any representation and warranty made by the SELLERS in this AGREEMENT, the PURCHASERS will, as soon as practicable (but in no event later than the second (2nd) BUSINESS DAY prior to the CLOSING DATE), advise the SELLERS thereof. The SELLERS shall thereupon use their best reasonable efforts to cure such inaccuracy. If the SELLERS are not able, despite the use of their best reasonable efforts, to remedy such inaccuracy, and if the PURCHASERS nevertheless decide to complete the CLOSING, the inaccuracy shall be deemed to have been waived and the PURCHASERS will not be entitled to indemnification in respect of such inaccuracy. (ii) The provisions of Article 9.5 b) (i) shall not be applicable in the suitability event of fraudulent conduct by the SELLERS. c) Nothing in this Article 9.5 shall affect the right to indemnification based on representations and warranties of the existing SELLERS arising from any breaches of representations and warranties of which the PURCHASERS become aware after the NOTIFICATION PERIOD. d) The term "Radnor Specified Person" shall mean the President, any Senior Vice President, and Vice President and Corporate Counsel of RADNOR. As of the date hereof, (to i) the extent that it President is defined or reasonably foreseeable at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (ii) the Effective Date) future Operating Environment; Senior Vice Presidents are ▇▇▇▇▇▇ ▇▇▇▇▇▇ (Senior Vice President, Operations), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Senior Vice President, Finance), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Senior Vice President, Administration), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Senior Vice President, Sales), and ▇. ▇▇▇▇▇▇▇▇▇ Hastings (Treasurer), and (iii) the operating processes Vice President and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that Corporate Counsel is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges 4.1 Each Party confirms that, subject as at the Effective Date, it has used reasonable endeavours to ensure that any information it has supplied to the Allowable Assumptions:other Party in relation to this Agreement prior to the Effective Date is complete and accurate in all material respects. 4.2 Except as expressly provided in this Agreement, no representations, warranties or conditions, express or implied, statutory or otherwise (aincluding as to condition, quality, satisfactory quality, accuracy, performance or fitness for purpose) are given by the Authority DCC in respect of any of the following:- 4.2.1 the End-to-end Smart Metering System; 4.2.2 the SMETS; 4.2.3 the Standards; or 4.2.4 the Smart Metering Programme (collectively, the "Excluded Matters") and any such representations, warranties or conditions are excluded, except to the extent prohibited by Law. 4.3 Without prejudice to Clause 4.1 above, the Contractor acknowledges and agrees that as at the Effective Date:- 4.3.1 the DCC has delivered or made available to the Supplier Contractor all of the information and documents that the Supplier Contractor considers necessary or relevant for the performance of its obligations under this Agreement; (b) 4.3.2 it has to the extent that it is reasonably able to do so, made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) 4.3.3 it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority DCC before the Effective Date) of all relevant the details relating to: (ia) the Authority DCC Requirements;; and (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iiib) the operating processes and procedures and the working methods procedure of the Authority;the (ivc) the ownership, functionality, capacity, capacity condition and suitability for use in the Services of the Authority DCC Assets; and; (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) 4.3.4 it has advised the Authority DCC in writing of:of:- (ia) each aspect, if any, of the Operating Environment DCC Assets which has been made available to it for inspection that is not suitable for the provision of the Services; (iib) the actions needed to remedy each such unsuitable aspect; and (iiic) a timetable for and, to the extent that such costs are to be payable to the SupplierContractor, the costs of those actions, and such actions, timetable and costs are fully reflected . 4.3.5 Nothing in this Agreement, including Clause 4.3 shall limit any right of the Services Description and/or Authority Responsibilities Contractor to seek relief against DCC for fraudulent or negligent misrepresentation or as applicable. 2.2 The Supplier shall not may otherwise be excused from the performance of any of its obligations provided for under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence InformationAgreement. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this AgreementContract; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement Contract and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this AgreementContract, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement Contract on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) Seller acknowledges that Purchaser has the Authority has delivered or made available right to perform continuing due diligence reviews with respect to the Supplier all Purchased Assets (including obtaining updated or new appraisals), the Seller Parties and Servicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Seller agrees that upon reasonable prior notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Seller shall provide (or shall cause any other Seller Party or Servicer, as applicable, to provide) reasonable access to Purchaser and any of its agents, representatives or permitted assigns to the offices of Seller, such other Seller Party or Servicer, as the case may be, during normal business hours and permit them to examine, inspect, and make copies and extracts of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information and documents that relating to such Purchased Assets in the Supplier considers necessary possession or relevant for under the performance control of its obligations under this Agreement;such party. (b) Seller agrees that it has made shall, promptly upon reasonable request of Purchaser, deliver (or shall cause to be delivered) to Purchaser and any of its own enquiries agents, representatives or permitted assigns copies of any documents permitted to satisfy itself as to the accuracy and adequacy of the Due Diligence Information;be reviewed by Purchaser in accordance with Article 28(a). (c) it has satisfied itself Seller agrees to make available (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Dateto cause any other Seller Party or Servicer, as applicable, to make available) to Purchaser and any of all relevant details relating to: its agents, representatives or permitted assigns (i) in person at the Authority Requirements; time of any inspection pursuant to Article 28(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Seller, such other Seller Party or Servicer, as the suitability case may be, for the purpose of answering questions about any of the existing and (to the extent that it is defined foregoing Persons, or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements matters relating to the Operating Environment) referred Transaction Documents or any Transaction that Purchaser wishes to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; anddiscuss with such Person. (d) it Without limiting the generality of the foregoing, Seller acknowledges that Purchaser may enter into Transactions with Seller based solely upon the information provided by Seller to Purchaser and the representations, warranties and covenants contained herein, and that Purchaser, at its option, has advised the Authority right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Purchaser may underwrite such Purchased Assets itself or engage a third-party underwriter to perform such underwriting. S▇▇▇▇▇ agrees to cooperate with P▇▇▇▇▇▇▇▇ and any third party underwriter in writing of:connection with such underwriting, including, but not limited to, providing Purchaser and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of any Seller Party or any Affiliate thereof. (ie) each aspectSeller agrees to reimburse Purchaser within thirty (30) days after demand for any and all reasonable costs and expenses (including, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplierwithout limitation, the costs reasonable fees and expenses of those actions, and such actions, timetable and costs are fully reflected external counsel) incurred by Purchaser in connection with its due diligence activities pursuant to this Agreement, including the Services Description and/or Authority Responsibilities as applicableArticle 28. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges thatCorporation will allow the Agents and their representatives the opportunity to conduct all due diligence which the Agents may reasonably require in order to fulfil their obligations and in order to enable them to responsibly execute the certificates required to be executed by them at the end of each of the Offering Documents, subject as applicable; and without limiting the scope of the due diligence inquiries the Agents may conduct, the Corporation will participate and cause its audit committee, "qualified persons" (as such term is defined in NI 43-101) and legal counsel to participate in one or more due diligence sessions to be held prior to Closing. Prior to the Allowable Assumptions: completion of the distribution of the Offered Securities, the Corporation will allow the Agents to participate fully in the preparation of the Offering Documents (a) the Authority has delivered or made available other than material filed prior to the Supplier all date hereof and incorporated by reference therein). The Corporation shall notify the Co-Lead Agents promptly of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: any (i) material change, actual or contemplated, in any information provided to the Authority Requirements; Co-Lead Agents concerning the Corporation, the Offering or any relevant third party; (ii) undisclosed material fact concerning the suitability of Corporation and the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; Offering; (iii) notice by any governmental, judicial or regulatory authority requesting any information, meeting or hearing relating to the operating processes Corporation or the Offering; and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services other event or state of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating affairs that may be relevant to the Operating Environment) referred Co-Lead Agents' due diligence investigations. Unless so advised otherwise, the Co-Lead Agents shall be entitled to in rely on the Due Diligence Information which Corporation's advice or absence of advice, as the case may be novated tobe. In carrying out its responsibilities hereunder, assigned to or managed by the Supplier under this Agreement and/or which the Supplier Co-Lead Agents will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of necessarily rely on information prepared or supplied by the Operating Environment that is not suitable for Corporation and other sources believed by the provision of the Services; Co-Lead Agents to be reliable; (ii) be entitled to rely on and assume no obligation to verify the actions needed to remedy each accuracy or completeness of such unsuitable aspectinformation; and and (iii) a timetable for and, not be liable to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of Corporation or its securityholders for any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, damages arising as a result of: (a) any unsuitable aspects out of the Operating Environment; (b) any misinterpretation inaccuracy or incompleteness of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Informationsuch information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier (a) Seller acknowledges that, subject at reasonable times and upon reasonable notice to Seller, ▇▇▇▇▇ has the right to perform continuing due diligence reviews with respect to the Allowable Assumptions: Purchased Assets, the Seller Parties and Servicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Seller agrees that upon reasonable prior written notice from Buyer (aunless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Seller shall provide (or shall cause any other Seller Party or Servicer, as applicable, to provide) the Authority has delivered reasonable access to Buyer and any of its agents, representatives or made available permitted assigns to the Supplier all offices of Seller, such other Seller Party or Servicer, as the case may be, during normal business hours and permit them to examine, inspect, and make copies and extracts of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information and documents that relating to such Purchased Assets in the Supplier considers necessary possession or relevant for under the performance control of its obligations under this Agreement;such party. (b) Seller agrees that it has made shall, promptly upon reasonable request of Buyer, deliver (or shall cause to be delivered) to Buyer and any of its own enquiries agents, representatives or permitted assigns copies of any documents permitted to satisfy itself as to the accuracy and adequacy of the Due Diligence Information;be reviewed by ▇▇▇▇▇ in accordance with Article 26(a). (c) it has satisfied itself Seller agrees to make available (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Dateto cause any other Seller Party or Servicer, as applicable, to make available) to Buyer and any of all relevant details relating to: its agents, representatives or permitted assigns (i) in person at the Authority Requirements; time of any inspection pursuant to Article 26(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Seller, such other Seller Party or Servicer, as the suitability case may be, for the purpose of answering questions about any of the existing and (to the extent that it is defined foregoing Persons, or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements matters relating to the Operating Environment) referred Transaction Documents or any Transaction that Buyer reasonably needs to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; anddiscuss with such Person. (d) it Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has advised the Authority right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third-party underwriter to perform such underwriting. ▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇ and any third party underwriter in writing of:connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, 4931-3517-6718v.7 agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of any Seller Party or any Affiliate thereof. (ie) each aspectSeller hereby acknowledges and agrees that Buyer shall have the right to commission and order an Appraisal of any Mortgaged Property at any time and from time to time, if any, of the Operating Environment that is not suitable and Seller shall be responsible for the provision reasonable and documented costs and expenses incurred by Buyer in obtaining one such Appraisal for the Mortgaged Property or Mortgaged Properties securing a Purchased Asset during any twelve (12) consecutive month period. Seller shall cooperate with Buyer in connection with the commission or order of any Appraisal by Buyer, and Seller shall use commercially reasonable efforts to cause the Services;applicable Mortgagor to cooperate with Buyer in obtaining any such Appraisal, including, without limitation, by providing Buyer with access to the Mortgaged Property. (iif) the actions needed ▇▇▇▇▇▇ agrees to remedy each such unsuitable aspect; and reimburse Buyer on demand for reasonable and documented out-of-pocket costs and expenses (iii) a timetable for andincluding, to the extent that such costs are to be payable to the Supplierwithout limitation, the costs reasonable fees and expenses of those actions, and such actions, timetable and costs are fully reflected outside counsel) incurred by ▇▇▇▇▇ in connection with its due diligence activities pursuant to this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, norArticle 26, subject to Clause 2.3to, shall the Supplier be entitled to recover any additional costs or chargesso long as no Event of Default has occurred and is continuing, arising as a result of: (a) any unsuitable aspects calendar year cap of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information$50,000. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject ‌ 4.1 Each Party agrees to use reasonable endeavours to ensure that any information that it supplies to the Allowable Assumptions:other Party in relation to this Agreement shall be complete and accurate in all material respects. 4.2 Subject to clause 4.1, except as expressly provided in this Agreement, no representations, warranties or conditions, express or implied, statutory or otherwise (aincluding as to condition, quality, satisfactory quality, accuracy, performance or fitness for purpose) are given by the Authority DCC in respect of any of the following:- 4.2.1 the End-to-end Smart Metering System; 4.2.2 the SMETS; 4.2.3 the Standards; or 4.2.4 the Smart Metering Programme; (collectively, the "Excluded Matters") and any such representations, warranties or conditions are excluded, except to the extent prohibited by Law. 4.3 The Contractor acknowledges and agrees that to the best of its knowledge and belief:- 4.3.1 the DCC has delivered or made available to the Supplier Contractor all of the information Due Diligence Information and all other documents that the Supplier Contractor considers necessary or relevant for the performance of its obligations under this Agreement; (b) 4.3.2 it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the such Due Diligence Information; (c) 4.3.3 it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority DCC before the Effective Commencement Date) of all relevant the details relating to: (ia) the Authority DCC Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iiib) the operating processes and procedures and the working methods procedure of the Authority;DCC; and (ivc) the ownership, functionality, capacity, capacity condition and suitability for use in the Services of the Authority DCC Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (ia) each aspect, if any, of the Operating Environment DCC Assets that is not suitable for the provision of the Services; (iib) the actions needed to remedy each such unsuitable aspect; and (iiic) a timetable for and, to the extent that such costs are to be payable to the SupplierContractor, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 4.4 The Supplier Contractor shall not be excused from the performance of any of its obligations under this Agreement on the grounds ground of, nor, subject to Clause 2.3, nor shall the Supplier Contractor be entitled to recover any additional costs or charges, arising as a result of:of:- (a) 4.4.1 any unsuitable aspects of the Operating Environment; (b) DCC Assets save that Contractor may claim, via the Change Control Procedure, any misinterpretation additional costs or charges arising as a result of the Authority Requirements; and/or unsuitability of (ci) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.HSM appliances,

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority 2.1.1 Network Rail has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) 2.1.2 it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) 2.1.3 it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority Network Rail before the Effective Date) of all relevant details relating to: (i) the Authority 2.1.3.1 Network Rail Requirements; (ii) 2.1.3.2 the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) 2.1.3.3 the operating processes and procedures and the working methods of the AuthorityNetwork Rail; (iv) 2.1.3.4 the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Network Rail Assets; and (v) 2.1.3.5 the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) 2.1.4 it has advised the Authority Network Rail in writing of: (i) 2.1.4.1 each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) 2.1.4.2 the actions needed to remedy each such unsuitable aspect; and (iii) 2.1.4.3 a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Network Rail Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) 2.2.1 any unsuitable aspects of the Operating Environment; (b) 2.2.2 any misinterpretation of the Authority Network Rail Requirements; and/or (c) 2.2.3 any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier (a) Seller acknowledges that, subject at reasonable times and upon reasonable notice to Seller, ▇▇▇▇▇ has the right to perform continuing due diligence reviews with respect to the Allowable Assumptions: Purchased Assets, the Seller Parties and Servicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Seller agrees that upon reasonable prior written notice from Buyer (aunless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Seller shall provide (or shall cause any other Seller Party or Servicer, as applicable, to provide) the Authority has delivered reasonable access to Buyer and any of its agents, representatives or made available permitted assigns to the Supplier all offices of Seller, such other Seller Party or Servicer, as the case may be, during normal business hours and permit them to examine, inspect, and make copies and extracts of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information and documents that relating to such Purchased Assets in the Supplier considers necessary possession or relevant for under the performance control of its obligations under this Agreement;such party. (b) Seller agrees that it has made shall, promptly upon reasonable request of Buyer, deliver (or shall cause to be delivered) to Buyer and any of its own enquiries agents, representatives or permitted assigns copies of any documents permitted to satisfy itself as to the accuracy and adequacy of the Due Diligence Information;be reviewed by ▇▇▇▇▇ in accordance with Article 26(a). 4918-1599-2897v.6 (c) it has satisfied itself Seller agrees to make available (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Dateto cause any other Seller Party or Servicer, as applicable, to make available) to Buyer and any of all relevant details relating to: its agents, representatives or permitted assigns (i) in person at the Authority Requirements; time of any inspection pursuant to Article 26(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Seller, such other Seller Party or Servicer, as the suitability case may be, for the purpose of answering questions about any of the existing and (to the extent that it is defined foregoing Persons, or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements matters relating to the Operating Environment) referred Transaction Documents or any Transaction that Buyer reasonably needs to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; anddiscuss with such Person. (d) it Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has advised the Authority right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third-party underwriter to perform such underwriting. ▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇ and any third party underwriter in writing of:connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of any Seller Party or any Affiliate thereof. (ie) each aspectSeller hereby acknowledges and agrees that Buyer shall have the right to commission and order an Appraisal of any Mortgaged Property at any time and from time to time; provided, if anyhowever, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, prior to the extent that such costs are to be payable to the Supplieroccurrence and continuance of an Event of Default, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier Seller shall not be excused from responsible for the performance costs and expenses incurred by Buyer in obtaining more than one Appraisal of any of its obligations under this Agreement on the grounds of, nor, Mortgaged Property related to any Purchased Asset subject to Clause 2.3a Transaction hereunder in any twelve (12) month period (provided that the foregoing will not limit the ability of Buyer to obtain Appraisals at its own cost and expense). Seller shall reasonably cooperate with Buyer in connection with the commission or order of any Appraisal by Buyer, and Seller shall use commercially reasonable efforts to cause the Supplier be entitled applicable Mortgagor to recover cooperate with Buyer in obtaining any additional costs such Appraisal, including, without limitation, by providing Buyer with access to the Mortgaged Property; provided, however, that so long as no Event of Default has occurred and is then continuing, Seller’s obligations set forth in the preceding clause of this sentence shall not extend beyond the third (3rd) commission or charges, arising as order of any Appraisal of such Mortgaged Property by Buyer within a result of:given twelve (12) month period. (af) any unsuitable aspects ▇▇▇▇▇▇ agrees to reimburse Buyer on demand for actual out of pocket costs and expenses (including, without limitation, the Operating Environment; (breasonable fees and expenses of outside counsel) any misinterpretation of the Authority Requirements; and/or (c) any failure incurred by the Supplier Buyer in connection with its due diligence activities pursuant to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.this Article 26. 4918-1599-2897v.6

Due Diligence. 2.1 The Supplier Contractor acknowledges that, subject to the Allowable Assumptionsthat it: (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it 2.1.1 has made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied to it by or on behalf of the Due Diligence InformationAuthority; (c) it 2.1.2 has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) 2.1.3 has entered into this Agreement in reliance on its own due diligence alone. 2.2 The Contractor acknowledges that it has had the existing contracts (including any licences, support, maintenance opportunity to inspect and other agreements has been provided with information and access to personnel relating to the Operating Authority ICT Environment) referred to in . On this basis and relying on the Due Diligence Information which may be novated toContractor’s commercial experience, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it Contractor has advised the Authority in writing of: (i) each aspect, if any, of any aspect of the Operating Authority ICT Environment that is not suitable for the provision of the Services; (ii) Services and has advised the Authority of the actions needed required to remedy each such the unsuitable aspect; and (iii) aspects of the Authority ICT Environment, together with a timetable for and, to and the extent that such costs are to be payable to the Supplier, the costs Charges of those actions, and such actions, timetable and costs are fully reflected which have been specified in this Agreement, including the Services Description and/or Authority Responsibilities as applicablerelevant parts of the Agreement relating to Transition. 2.3 Subject to Clause 2.4, if the Contractor has failed to notify the Authority of any required remedial actions in accordance with Clause 2.2 The Supplier then the Contractor shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) Charges from the Authority relating to any unsuitable aspects of the Operating Authority ICT Environment. 2.4 The use of assumptions by the Contractor in this Agreement shall be dealt with in the following manner: 2.4.1 Where the Authority has accepted any assumptions from the Contractor as set out in Annex B of Schedule 8.1 and the Contractor can demonstrate during the Term that (i) such assumptions are incorrect and (ii) this has an impact on the Contractor’s costs, the Contractor shall be entitled to request a change to the Charges in accordance with the Change Control Procedures. Such request to change the Charges must be made within six (6) Months after the Contractor becomes aware of an assumption being or becoming incorrect and the Contractor must adduce reasonable evidence to support the request to change the Charges. The Contractor may only rely on this Clause 2.4.1 in respect of assumptions that have been listed in Annex B of Schedule 8.1 and in no other circumstances; (b) 2.4.2 Where Schedules 5.1, 5.2, 5.5 or 5.6 contain assumptions confirming or clarifying the Authority’s underlying requirements, such assumptions shall be contractually binding on the parties, to the extent that such assumptions do not conflict with Schedules 2.1 to 2.6 or with any misinterpretation other parts of the Authority RequirementsAgreement that take precedence over Schedules 5.1, 5.2 or 5.5 and such assumptions are also listed in Annex A of Schedule 5.1 (Services Descriptions). Where the Contractor can demonstrate during the Term that (i) such assumptions are incorrect and (ii) this has an impact on the Contractor’s costs, the Contractor shall be entitled to request a change to the Charges in accordance with the Change Control Procedures. Such request to change the Charges must be made within six (6) Months after the Contractor becomes aware of an assumption being or becoming incorrect and the Contractor must adduce reasonable evidence to support the request to change the Charges; and/orand (c) 2.4.3 Where Schedules 5.1, 5.2, 5.5 or 5.6 contain assumptions relating to the Contractor’s Obligations, the Contractor shall bear the risk of such assumptions and any failure costs arising as a result of these assumptions being incorrect shall be borne by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence InformationContractor. 2.3 The Parties 2.5 Any disputes relating to due diligence shall comply with be resolved through the provisions of Paragraph 6 of Part C of Dispute Resolution Procedure set out in Schedule 7.1 9.3 (Charges and Invoicing) in relation to the verification of any Allowable AssumptionsDispute Resolution Procedure).

Due Diligence. 2.1 The Supplier Provider acknowledges that, subject to the Allowable Assumptions: (a) the Authority : HSE has delivered or made available to the Supplier Provider all of the information and documents that the Supplier Provider considers necessary or relevant for the performance of its obligations under this Agreement; (b) ; it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) ; it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority HSE before the Effective Date) of all relevant details relating to: (i) : the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) HSE's requirements as set out in this Agreement; the operating processes and procedures and the working methods of the Authority; (iv) HSE; the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority HSE Assets; and (v) and the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating EnvironmentHSE Assets) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier Provider under this Agreement and/or which the Supplier Provider will require the benefit of for the provision of the Concession Services; and (d) and it has advised the Authority HSE in writing of: (i) : each aspect, if any, of the Operating Environment HSE Assets that is are not suitable for the provision of the Concession Services; (ii) ; the actions needed to remedy each such unsuitable aspect; and (iii) and a timetable for and, to the extent that such costs are to be payable to the SupplierProvider, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Schedule 1 (Concession Services Description and/or Authority Responsibilities Requirements) as applicable. 2.2 . The Supplier Provider shall not be excused from the performance of any of its obligations under this Agreement on the grounds ofgrounds, nor, subject to Clause 2.3, nor shall the Supplier Provider be entitled to recover any additional costs or charges, charges arising as a result result, of: (a) : any unsuitable aspects of the Operating Environment; (b) HSE Assets; any misinterpretation of the Authority RequirementsHSE's requirements as set out in this Agreement; and/or (c) and/or any failure by the Supplier Provider to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 . The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) Provider acknowledges that: HSE is not granting any commitments or guarantees in relation to any particular minimum volume(s) of Businesses, Engineers and/or Services required under this Agreement; and the verification volumes of any Allowable AssumptionsBusinesses, Engineers and/or Services required under this Agreement may fluctuate from time to time during the Term.

Due Diligence. 2.1 6.1 The Supplier acknowledges Parties shall be allowed up to and including the Closing Date, which shall be referred to as the “Due Diligence Period”, to satisfy themselves that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available title to the Supplier all of Exchange Properties are good and free from restrictions, mortgages, charges, liens and encumbrances except as otherwise specifically provided in this Agreement and save and except for: (i) any registered restrictions or covenants that run with the information Exchange Properties, provided that such have been complied with, (ii) any registered municipal agreements and documents agreements with publicly regulated utilities, provided that such have been complied with, (iii) any easements and rights-of-way, provided that such have been complied with, (iv) any qualifications, reservations, provisos and limitations contained in or imposed by any applicable statute and/or any authority having jurisdiction over the Supplier considers necessary Exchange Properties provided that such have been complied with, (v) any discrepancies in title or relevant for the performance of its obligations under this Agreementpossession which would be disclosed by an up-to-date survey; (b) it has made its own enquiries to satisfy itself as to there are no outstanding orders, deficiency notices or directives issued by any federal, provincial or municipal authority affecting the accuracy and adequacy of the Due Diligence InformationExchange Properties; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions the Parties have conducted whatever other investigations the Parties, in their sole discretions, deem advisable with respect to the Exchange Properties including, without limitation, environmental, geotechnical, and hydrogeological matters, and any other matters of interest to the Parties with respect to the Exchange Properties and are satisfied, in their sole discretions, with the Authority before the Effective Date) results of all relevant details relating to:such investigations. (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership6.2 If, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in within the Due Diligence Information Period, the Parties notify each other or their Solicitors of any valid objection to title or to any outstanding order, deficiency notice or directive or to the fact that the present use of the Exchange Properties may not be lawfully continued and which the Parties are unable or, in their discretion, determine not to remove, remedy or satisfy and which the Parties will not waive, this Agreement shall, notwithstanding any intermediate acts or negotiations in respect of any such matter, be at an end. Save as to any valid objection so made within the Due Diligence Period, and except for any objection going to the root of the title, the Parties shall be conclusively deemed to have accepted the Parties’ title to the Exchange Properties. 6.3 Subject to Sections 6.1 and 6.2, the Parties covenant and agree to discharge any registered liens, mortgages or charges affecting the Exchange Properties at their own expense on or before the Closing Date. 6.4 The Parties shall not call for the production of any title deed, abstract, survey or other evidence of title to the Exchange Properties except as are in the control or possession of the Parties. The Parties agree that the Parties will deliver any sketch or survey of the Exchange Properties in the Parties’ control or possession to the Parties as soon as practicable and prior to the last day allowed for examining title to the Exchange Properties. 6.5 The Parties shall, upon request, forthwith deliver letters in a form satisfactory to the Parties addressed to such governmental authorities as may be novated to, assigned to or managed reasonably requested by the Supplier under Parties or their solicitors authorizing the release of any information as to compliance matters which such governmental authorities may have pertaining to the Exchange Properties; provided, however, that nothing herein contained shall be deemed to authorize or permit the Parties to request any governmental or municipal inspections of the Exchange Properties. If this Agreement and/or which is not completed the Supplier will require Parties shall keep any such information strictly confidential and shall not use it for any purpose whatsoever. 6.6 There is no condition, representation or warranty of any kind, express or implied, that the benefit of for the provision condition of the Services; and (d) it has advised Exchange Properties shall be appropriate for any particular use, unless expressly set out herein, or that the Authority in writing of: (i) each aspectpresent use by the Parties or the future intended use by the Parties is or will be lawful or permitted, if any, or that any sketch or survey delivered by the Parties is complete or accurate. Without limiting the generality of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for andforegoing, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier Agreement shall not be excused from affected by any change in the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs zoning or charges, arising as a result of: (a) any unsuitable aspects use of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier Exchange Properties prior to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Informationcompletion. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all Within twenty-five (25) Business Days of the information and documents that the Supplier considers necessary or relevant for the performance execution of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to , the accuracy and adequacy Company shall provide CWS with a copy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Datematerials listed on Schedule 1.6(a) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined attached hereto, or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspectadvise CWS which, if any, of the Operating Environment that is such materials are not suitable for the provision in existence or in possession of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicableCompany. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) During the Inspection Period, CWS, through its authorized agents or representatives, shall be entitled, upon reasonable advance notice to the Company, to enter upon the Property during normal business hours, and shall have the right to make such reasonable investigations and conduct such reasonable tests as CWS deems necessary or advisable (the “Testing Rights”), subject to the following limitations: (i) CWS shall give the Company written or telephonic notice at least two (2) Business Day before conducting any misinterpretation inspections on the Property, and a representative of the Authority RequirementsCompany shall have the right to be present when CWS or its agents or representatives conducts its or their investigations on the Property; and/or (cii) any failure neither CWS nor its Representatives shall materially interfere with the use, occupancy or enjoyment of the Property by the Supplier Company, (iii) CWS shall return the Property to satisfy itself as its original state prior to any such investigations or testing, at its sole cost and shall indemnify, hold harmless and defend the Company against all damages and costs (including attorney’s fees) caused by CWS or its agents or representatives in connection with such investigations and testing; (iv) upon the Company’s request, CWS shall deliver to the accuracy and/or adequacy Company within three (3) days of such request, a true and complete copy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification results of any Allowable Assumptionssuch testing or inspection activities; and (v) CWS shall maintain, and shall require any of its authorized agents or representatives acting under this Section 1.3 to maintain insurance appropriate for any work performed on the Property. Notwithstanding the foregoing, CWS shall not conduct any invasive testing or soil, groundwater, soil gas, indoor air, building material, or other sampling or any Phase II environmental investigation or remediation in, on or under the Property without the Company’s prior written approval The obligations of CWS under Section 1.6(b)(iii) shall survive the termination of this Agreement.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; andfor (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and; (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority Buyer has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this AgreementContract; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority Buyer before the Effective Date) of all relevant details relating to: (i) the Authority Buyer Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the AuthorityBuyer; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Buyer Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement Contract and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority Buyer in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this AgreementContract, including the Services Description and/or Authority Buyer Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement Contract on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Buyer Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 (a) The Supplier acknowledges Purchaser agrees that, subject to the Allowable Assumptions: (a) Vendor's representations and warranties in Article 4 and otherwise set out in this Agreement, it is acquiring the Authority Assets on an "as-is, where-is" basis and it has delivered or made available been provided reasonable right and opportunity to conduct due diligence investigations with respect to the Supplier all Assets and the Business prior to the Condition Date, subject to Section 6.1(c), and the Purchaser acknowledges that the Vendor has cooperated and facilitated the Purchaser's due diligence investigation of the information Assets and documents that the Supplier considers necessary or relevant for Business and has, to the performance of its obligations under this Agreement;extent reasonable, responded to every inquiry the Purchaser has made with respect to such due diligence investigation, prior to the Condition Date. (b) In particular, the Purchaser acknowledges that, prior to the Condition Date, and subject to Section 6.1(c), it has made its own enquiries to satisfy itself as to had the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating opportunity to: (i) review the Authority RequirementsVendors' title to the Owned Assets and the Business; (ii) review the suitability condition of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures Owned Assets and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Leased Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, conduct an environmental review of the Assets and the Business; and that it has satisfied itself in regard to the extent that such costs are to be payable Vendors' title to the SupplierOwned Assets, the costs condition of those actionsthe Owned Assets, the Leased Assets and such actions, timetable the Business and costs are fully reflected in this Agreementall environmental matters relating to the Assets and the Business, including any past, present or future Environmental and Decommissioning Liabilities. The Purchaser expressly waives all defects relating to environmental matters relating to the Services Description and/or Authority Responsibilities as applicableAssets and the Business, whether disclosed by the Purchaser's investigations or otherwise. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by Following the Supplier to satisfy itself as Condition Date, and subject to the accuracy and/or adequacy Vendor's receipt of the Due Diligence InformationWaiver from the Purchaser, the Purchaser shall have the reasonable opportunity to conduct additional due diligence investigations in accordance with Section 7.3(b) (the "Additional Due Diligence"). 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The 4.1 Subject to Clause 4.5, the Supplier acknowledges that, subject to the Allowable Assumptions: (a) that the Authority has delivered or made available the Due Diligence Information and consequently the Supplier shall be deemed to have: 4.1.1 satisfied itself of all details relating to the Supplier all nature of the Service Requirements; 4.1.2 been supplied with sufficient information and documents satisfied itself about all relevant aspects of the Service Environment; 4.1.3 [not used] 4.1.4 raised all relevant due diligence questions with the Authority before the Effective Date and to have advised the Authority of: (a) any aspect of the Service Environment that the Supplier considers necessary or relevant is not suitable for the performance provision of its obligations under this Agreementthe Deployed Services; (b) it has the proposed actions of the Supplier to accommodate any unsuitable aspects of the Service Environment and a timetable for such actions, which shall have been taken into consideration by the Supplier in the Implementation Plan and the Project Plan; and 4.1.5 made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy completeness of the Due Diligence Information. 2.3 The Parties shall comply with 4.2 Subject to Clause 4.5, the provisions Supplier acknowledges that: 4.2.1 the Authority has relied upon the Supplier's expertise and professionalism in the carrying out of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) all due diligence activities in relation to this Contract including the requesting of and verification of all Due Diligence Information; and 4.2.2 the Due Diligence Information, together with the Supplier's own expertise and working knowledge of the Authority's operations, are sufficient to enable the Supplier to satisfy itself that it is able to perform its obligations under this Contract. 4.3 Subject to Clause 4.5, the Supplier shall not be entitled to any Allowable additional payment, nor be excused from any liability under this Contract, and has no right to make a Claim against the Authority as a result of: 4.3.1 the Supplier having failed to inspect the Service Environment or failed to notify the Authority of any actions to accommodate the unsuitability of the Service Environment in accordance with Clause 5.1.4; 4.3.2 the Supplier misinterpreting any matter or fact relating to the Service Requirements, or the functions, facilities, condition or capabilities of the Service Environment; or 4.3.3 the Supplier having failed to review the Due Diligence Information or any documents referred to in the Due Diligence Information. 4.4 No warranty, representation or undertaking (whether express or implied) is given by the Authority as to the accuracy, completeness, adequacy or fitness for purpose of any Due Diligence Information or that such information constitutes all of the information relevant or material to the Service Requirements and the Deployed Services. Accordingly, all liability on the part of the Authority in connection with: 4.4.1 the content of any Due Diligence Information; and 4.4.2 any representations or statements made in respect of any Due Diligence Information, is excluded to the extent permitted by Law, except to the extent of any fraudulent misrepresentation. 4.5 At the Effective Date the Parties acknowledge that the Supplier has not had the opportunity to perform full surveys for all of the Service Environment for the purpose of Clauses 4.1 to 4.3 and that following the Effective Date the Supplier shall undertake the Post-Effective Date Surveys. As a consequence, the Authority has permitted the Supplier to make certain Survey Assumptions in respect of the Service Environment as set out in Appendix 4 of Schedule 4.1 (Implementation) and the provisions set out in paragraph 8, 10 and 11 of Schedule 4.1 (Implementation) shall apply in respect of the Survey Assumptions. The Parties agree that Clauses 4.1 to 4.3 shall apply in full (subject to any operation of Paragraph 11 of Schedule 4.1 (Implementation)) in respect of those particular aspects of the Service Environment that are subject to the Post- Effective Date Surveys, once the corresponding Milestone M0 process under paragraph 8 of Schedule 4.1 (Implementation) has been completed. 4.6 Except as provided in Clause 4.5, the Supplier acknowledges that there shall not be any due diligence or joint verification with the Authority after the Effective Date.

Due Diligence. 2.1 The Supplier acknowledges that, subject to During the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) Application Period; and (ii) in the Authority Requirements; event that SpectraSite provides Tritel with a Notice of Acceptance upon the Applicable Tower Site, during the period between the Application Period and the Commencement Date of the applicable SLA; and (iii) during the term of the applicable SLA (hereinafter defined), provided that SpectraSite has assumed the Prime Lease, if applicable, and entered into an SLA with Tritel: Tritel shall make available to SpectraSite such information as SpectraSite may reasonably require about the Applicable Tower Site which information shall include but shall not be limited to (i) zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been obtained or for which Tritel has made application; (ii) the suitability construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the existing and Tower Facilities (hereinafter defined) on the entire portion of the property where the Applicable Tower Site will be located (the "Property" or the "Site"), which Property (or an interest therein) has been leased, licensed or otherwise obtained by Tritel, or will be obtained by SpectraSite, pursuant to a lease, option or other contract with the extent that it is defined or reasonably foreseeable at Owner (the Effective Date"Prime Lessor") future Operating Environment; of the Property; (iii) the operating processes and procedures and geotechnical report for the working methods of the Authority; Property which has been commissioned by Tritel; (iv) the ownershiptitle reports, functionalitycommitments for title insurance, capacityownership and encumbrance reports, condition and suitability for use title opinion letters, copies of instruments in the Services chain of title or any other information which may have been produced regarding title to the Authority AssetsProperty and any and all easements for access, ingress, egress or utilities easements obtained or intended to be utilized for the Applicable Tower Site (the "Easements"); and and (v) the existing contracts (environmental assessments including phase I reports and any licences, support, maintenance and other agreements reports relating to contemporaneous or subsequent intrusive testing, the Operating Environment) referred " Federal Communication Commission Checklist" performed pursuant to in the Due Diligence Information National Environmental Protection Act requirements and any other information which may be novated to, assigned to or managed by have been produced regarding the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision environmental condition of the Services; and (d) it has advised Property, the Authority Easements or neighboring real property. Tritel shall cooperate with SpectraSite in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, making reasonable modifications to the extent that such costs are foregoing information at the request of SpectraSite. Upon execution of an SLA, Tritel shall assign and convey the foregoing to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicableSpectraSite without warranty or representation. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that(i) From time to time, subject during regular business hours as requested by the Buyer, the Agent or any Lender, as the case may be, upon five (5) days' prior notice, Edison shall permit the Buyer or such Person or Persons as the Agent and/or such Lender may designate, as the case may be, or their respective agents or representatives, (A) to examine and make copies of and abstracts from all Records in the possession or under the control of Edison and its Subsidiaries or the agents of Edison or its Subsidiaries relating to Receivables and the Related Security, including, without limitation, any related Contracts, and (B) to visit the offices and properties of Edison and its Subsidiaries, for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Receivables and the Related Security or Edison's performance hereunder or under the Contracts with any of the officers or employees of Edison having knowledge of such matters or with Edison's independent public accountants (provided, that as long as no Default or Event of Default has occurred and is continuing, the Agent and each Lender shall use reasonable efforts to coordinate the foregoing activities so as not to create an undue burden on Edison); and (ii) within 90 days after the end of each Fiscal Year of Edison commencing with the Fiscal Year of Edison ending on June 30, 2002, Edison shall cause its independent public accountants to prepare and deliver to the Allowable Assumptions: (a) the Authority has delivered or made available Buyer, a written report of such accountants with respect to the Supplier all of Receivables, the information Credit and documents that the Supplier considers necessary or relevant for the Collection Policy, Lockbox Account activity, Edison's performance of its obligations under (or with respect to) this Agreement and the Receivables, all in scope and in a form reasonably requested by the Buyer, the Agent or the Required Lenders, as the case may be; provided, however, that after the occurrence and during the continuance of an Event of Default or Default under the Credit Agreement; (b) it has made its own enquiries , the Buyer, the Agent and each Lender shall be permitted to satisfy itself as to take the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: actions described in preceding clause (i) without being subject to the Authority Requirements; amount of prior notice given (and without the necessity of coordinating such activities with any other Person) and may request Edison to cause its independent public accounts to prepare the report contemplated in preceding clause (ii) as often as the suitability Buyer or any Lender, as applicable, deems necessary or desirable. Edison shall reimburse the Buyer, the Agent and each Lender for all reasonable fees costs and expenses incurred by any of them in connection with the foregoing actions promptly upon receipt of the existing and (written invoice therefor; provided, that prior to the extent that it is defined occurrence of a Default or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes Event of Default, such fees, costs and procedures and the working methods expenses shall not exceed $5,000 in any year of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges thatThrough April 2, subject 2003, CIGR has, to Nathaniel's satisfaction: a. Given Nathaniel and its representatives, employees, consultants, independent ▇▇▇▇▇▇▇▇ors, attorneys and other advisors reasonable access to the Allowable Assumptions: KHC processing facilities, the other KHC physical assets and the books and records of KHC (athe "KHC Assets") the Authority has delivered and reasonable access by telephone or made available in person to the Supplier all personnel with knowledge of the information KHC Assets or operations thereof during regular office hours for any and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy all inspections and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing investigations and (to the extent that it is defined such contact with such personnel did not unreasonably interfere with the ongoing operations of KHC. b. Used reasonable efforts to obtain and submit to Nathaniel or its representatives as promptly as practicable, copies of ▇▇▇▇ ▇▇▇uments as Nathaniel may reasonably foreseeable at the Effective Date) future Operating Environment;request. (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating c. Furnished to Nathaniel all ▇▇▇▇▇ ▇▇▇ormation with respect to the Operating Environment) referred to in the Due Diligence Information KHC Assets as Nath▇▇▇▇▇ ▇▇▇sonably requested, unless CIGR was prohibited therefrom b▇ ▇▇▇ ▇▇▇eement, contract, applicable privilege, obligation or duty by which may be novated to, assigned to it was bound or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit necessity of for the provision of the Servicesany third party approval; and (d) it has advised the Authority in writing of: (i) each aspectprovided that, if anyrequested by Nathaniel, of CIGR used reasonable efforts to obtain the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance waiver of any of its obligations under this Agreement on su▇▇ ▇▇▇▇▇▇ition or the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification granting of any Allowable Assumptionssuch approval NATHANIEL ACKNOWLEDGES THAT IT HAS MADE ITS OWN INDEPENDENT INVESTIGAT▇▇▇, ▇▇▇▇YSIS AND EVALUATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT (INCLUDING NATHANIEL'S OWN ESTIMATE AND APPRAISAL OF THE EXTENT AND VALUE OF HELIUM RESERVES ASSOCIATED WITH THE KHC ASSETS AND AN INDEPENDENT ASSESSMENT AND APPRAISAL OF THE ENVIRONMENTAL RISKS AND LIABILITIES ASSOCIATED WITH THE ACQUISITION OF THE KHC ASSETS). NATHANIEL AGREES THAT IT: (I) WILL NOT PROCEED TO CLOSING UNLESS BY CL▇▇▇▇▇ ▇▇ HAS HAD ACCESS TO ALL INFORMATION NECESSARY TO PERFORM ITS INVESTIGATION; AND (II) HAS NOT RELIED AND WILL NOT RELY ON ANY REPRESENTATIONS BY CIGR OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) From the Authority has delivered Effective Date until 5:00 p.m. Eastern Standard Time on the ninetieth (90th) day thereafter (the "Due Diligence Period"), Tenant may examine and inspect the Leased Premises. (c) At all reasonable times during the Due Diligence Period and upon reasonable prior notice (which notice may be verbal or made available written) from Tenant to Landlord, Tenant and ▇▇▇▇▇▇’s contractors, consultants, employees and agents shall be entitled to enter upon the Leased Premises, and any portions thereof, and to conduct such tests, studies, and analyses, including, but not limited to, soil tests, environmental and hazardous material (including asbestos) tests, studies and analyses, and to take any and all other steps or actions determined by Tenant to be necessary, proper, or appropriate to determine the feasibility (economic or otherwise) of the development of the Project. ▇▇▇▇▇▇ agrees to indemnify and hold Landlord harmless from and against all claims, demands and liabilities for damage or injury to persons or property to the Supplier all extent caused by ▇▇▇▇▇▇’s investigations of the information Leased Premises, and documents Tenant shall cause to be repaired any physical damage to the Leased Premises caused by such activities. Notwithstanding the foregoing, Landlord acknowledges that ▇▇▇▇▇▇'s investigations may discover, disclose or document the Supplier considers presence of contamination by Hazardous or Toxic Materials (as hereinafter defined) at or in connection with the Leased Premises and that such discovery, disclosure or documentation and/or ▇▇▇▇▇▇'s pursuit of the Approvals (as hereinafter defined) may result in claims, demands and obligations for assessment, remediation, reimbursement, fines, penalties and/or other appropriate action under applicable federal, state or local law, and further, may result in a diminution of the value of the Leased Premises (the "Contamination Disclosure Implications"). Landlord hereby expressly agrees that Tenant shall have no liability arising out of or relating to the Contamination Disclosure Implications and forever releases and waives any claim that Landlord may have against Tenant in connection with same. Landlord expressly consents to the disclosure by Tenant of all Environmental Conditions (as hereinafter defined) and results of all environmental due diligence to all necessary third parties including, without limitation, prospective lenders, prospective investors, insurance companies, engineers, legal counsel, all governmental agencies and any other party which may be impacted by the Environmental Conditions. The provisions of this subparagraph shall survive the expiration of the Term or relevant for the performance earlier termination of its obligations under this Agreement;Lease. (be) it has made its own enquiries to satisfy itself as At any time prior to the accuracy and adequacy expiration of the Due Diligence Information;Period, Tenant may, in its sole and absolute discretion, and for any reason or for no reason whatsoever, terminate this Lease upon written notification to Landlord, whereupon, all rights, duties and obligations of Tenant and Landlord under this Lease will immediately terminate, except for those which specifically survive termination. (cf) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with Upon a termination of this Lease for any reason after the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy commencement of the Due Diligence Information. 2.3 The Parties Period, other than a default by Landlord, Tenant shall comply deliver to Landlord, copies of all due diligence materials prepared by third-parties obtained by Tenant in connection with the provisions Property, including but not limited to copies of Paragraph 6 of Part C of Schedule 7.1 (Charges all surveys, site plans, environmental reports, soil tests, and Invoicing) in relation to the verification of any Allowable Assumptionsarchitectural renderings.

Due Diligence. 2.1 The Supplier acknowledges thatDuring the pre-construction phase, subject Vendor shall, on its own or through one or more qualified consultants approved by SBCW: (i) compile and review all reasonably available existing data with respect to each BTS Site from an owner or a ground lessor of such BTS Site and any and all Governmental Authorities having jurisdiction thereof, and any other Persons who may have relevant information necessary to develop each BTS Site; (ii) for TowerCo Existing Sites, within ten (10) days following acceptance by SBCW pursuant to Section 3.02(a), Vendor shall provide Compliance Data to SBCW, (iii) on new construction of BTS Sites, Vendor shall within ten (10) days from initial acceptance by SBCW pursuant to Section 5.01, provide the 1A survey and proposed heights and power/ emissions data to SBCW for requisite filing with the FAA and within three (3) months provide environmental compliance data which will be required before FCC Form 854 can be filed to register the structure; (iv) Vendor shall cause to be performed any and all analyses, examinations, investigations, tests and inspections of each BTS Site, including, but not limited to, environmental studies, surveys, geotechnical studies, soil borings and the like and cause to be accurately completed and returned to SBCW with respect to each BTS Site, the Due Diligence Package in the form attached hereto as Annex G-2 containing all necessary or reasonably available information; (v) make, or cause to be made, inquiries of all Governmental Authorities and Persons who will furnish electric power, telephone service or any other utility to each BTS Site as to any matters which may affect or be necessary to the Allowable Assumptions: Development of each BTS Site; and (avi) determine all Governmental Requirements necessary for the Authority has delivered Development of each BTS Site, including, but not limited to, the Tower and Improvements, zoning laws or made available regulations. Vendor shall perform or supervise the activities described in items (i) through (vi) above, and, shall deliver to SBCW copies of all written reports, memoranda or material correspondence prepared by or for Vendor with respect to the Supplier all foregoing. SBCW and Vendor shall each have the right to reject any BTS Site that in the respective party's reasonable belief fails to comply with the Minimum Standards for BTS Sites or other requirements of this Agreement based on the results of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the contained in Site Data Package, Compliance Data, Due Diligence Information; (c) it has satisfied itself (whether by inspection Package or having raised all relevant other due diligence questions with performed by Vendor. If, notwithstanding Vendor's diligent efforts, Vendor is unable to acquire or negotiate a Ground Lease for any site which meets the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing Minimum Standards for BTS Sites and (which is otherwise reasonably acceptable to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the SupplierVendor, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier Vendor shall not be excused from required to acquire or enter a Ground Lease for or to construct or complete such site. In such event, SBCW shall have the performance of right to engage any of its obligations under this Agreement on Person to perform Services in respect to such BTS Site or an alternative site within the grounds ofapplicable SARF; provided, norhowever, subject to Clause 2.3that if SBCW shall exercise such right and shall, shall either itself or through a third party, acquire a Site and develop a tower within the Supplier be entitled to recover any additional costs or chargesapplicable SARF, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with then the provisions of Paragraph 6 Section 3.10(c) hereof shall govern the acquisition of Part C such Site, the development of Schedule 7.1 (Charges such tower and Invoicing) in relation the sale of such tower to the verification of any Allowable AssumptionsVendor.

Due Diligence. 2.1 The Supplier acknowledges thatOnce during each calendar year (commencing on the Closing Date), subject at such times during normal business hours as are reasonably convenient to the Allowable Assumptions: (a) Borrower or the Authority has delivered or made available Servicer, as the case may be, at the sole cost and expense of the Servicer and upon reasonable request of the Deal Agent and prior written notice to the Supplier Borrower or the Servicer, as the case may be, the Borrower or the Servicer, as the case may be, shall permit such Person or Persons as the Deal Agent may designate to conduct, on behalf of all of the information them, audits or to visit and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy inspect any of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability properties of the existing and (to Borrower or the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts Servicer (including any licencesSubservicer) where the Receivable Files are located, supportas the case may be, maintenance to examine the Receivable Files, internal controls and other agreements relating procedures maintained by the Borrower or Servicer, as the case may be, and take copies and extracts therefrom, and to discuss the affairs of the Borrower and the Servicer (including any Subservicer) with their respective officers and employees (which employees, except after the occurrence and during the continuation of a Termination Event, Unmatured Termination Event or Servicer Termination Event, shall be designated by the Borrower or the Servicer, as the case may be) and, upon written notice to the Operating Environment) referred Borrower or the Servicer, as the case may be, independent accountants; provided, further, that after the occurrence and during the continuation of a Termination Event, the Deal Agent, each Agent or their respective representatives shall be permitted to in take the Due Diligence Information which foregoing actions without being subject to any limitation on the number of audits, visits or inspections that may be novated toconducted during a calendar year and such audits, assigned to visits or managed by inspections shall be at the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision sole cost and expense of the ServicesServicer; and provided, that the Deal Agent, each Agent and its representatives shall make reasonable efforts to coordinate, and provide five (d5) days’ prior written notice of, such audits, visits and inspections. The Deal Agent will provide each Agent with the results of each audit or inspection performed by it has advised pursuant to this subsection, including any report prepared in connection therewith. The Borrower or the Authority in writing of: Servicer, as the case may be, hereby authorizes such officers, employees and independent accountants (iand the Servicer shall cause each Subservicer to authorize such officers, employees and independent accountants) each aspectto discuss with the Deal Agent and its representatives, if any, the affairs of the Operating Environment that is not suitable Borrower or the Servicer, as the case may be. The Servicer shall reimburse the Deal Agent for the provision all reasonable fees, costs and expenses incurred by or on behalf of the Services; (ii) Deal Agent and the Secured Parties in connection with the foregoing actions needed promptly upon receipt of a written invoice therefor. Any audit provided for herein shall be conducted in accordance with the rules of the Borrower and Servicer respecting safety and security on its premises and without materially disrupting operations. Nothing in this Section shall affect the obligation of the Servicer to remedy each such unsuitable aspect; and (iii) a timetable for and, to observe any Applicable Law prohibiting the extent that such costs are to be payable to disclosure of information regarding the Supplier, the costs of those actionsObligors, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from failure of the performance of any of its obligations under this Agreement on the grounds of, nor, subject Servicer to Clause 2.3, shall the Supplier be entitled provide access to recover any additional costs or charges, arising information as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation such obligation shall not constitute a breach of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Informationthis subsection. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 4.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) 4.1.1 the Authority Buyer has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this AgreementContract; (b) 4.1.2 it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) 4.1.3 it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority Buyer before the Effective Commencement Date) of all relevant details, including but not limited to, details relating toto the: (ia) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Commencement Date) future Operating Environment; (iiib) the operating processes and procedures and the working methods of the AuthorityBuyer; (ivc) the ownership, functionality, capacity, condition and suitability for use in the provision of the Services of the Authority Buyer Assets; and (vd) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement Contract and/or which the Supplier will require the benefit of for the provision of the Services; and (d) 4.1.4 it has advised the Authority Buyer in writing of: (ia) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (iib) the actions needed to remedy each such unsuitable aspect; and (iiic) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this AgreementContract, including the Services Description Specification and/or Authority Responsibilities Buyer Responsibilities, as applicable. 2.2 4.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement Contract on the grounds of, nor, subject to Clause 2.3, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) 4.2.1 any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) 4.2.2 any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier (a) Seller acknowledges that, subject at reasonable times and upon reasonable notice to Seller, ▇▇▇▇▇ has the right to perform continuing due diligence reviews with respect to the Allowable Assumptions: Purchased Assets, the Seller Parties and Servicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Seller agrees that upon reasonable prior written notice from Buyer (aunless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Seller shall provide (or shall cause any other Seller Party or Servicer, as applicable, to provide) the Authority has delivered reasonable access to Buyer and any of its agents, representatives or made available permitted assigns to the Supplier all offices of Seller, such other Seller Party or Servicer, as the case may be, during normal business hours and permit them to examine, inspect, and make copies and extracts of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information and documents that relating to such Purchased Assets in the Supplier considers necessary possession or relevant for under the performance control of its obligations under this Agreement;such party. (b) Seller agrees that it has made shall, promptly upon reasonable request of Buyer, deliver (or shall cause to be delivered) to Buyer and any of its own enquiries agents, representatives or permitted assigns copies of any documents permitted to satisfy itself as to the accuracy and adequacy of the Due Diligence Information;be reviewed by ▇▇▇▇▇ in accordance with Article 26(a). (c) it has satisfied itself Seller agrees to make available (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Dateto cause any other Seller Party or Servicer, as applicable, to make available) to Buyer and any of all relevant details relating to:its agents, representatives or permitted assigns (i) in person at the Authority Requirements; time of any inspection pursuant to Article 26(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Seller, such other Seller Party or Servicer, as the suitability case may be, for the purpose of answering questions about any of the existing and (to the extent that it is defined foregoing Persons, or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements matters relating to the Operating Environment) referred Transaction Documents or any Transaction that Buyer reasonably needs to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; anddiscuss with such Person. (d) it Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has advised the Authority right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third- party underwriter to perform such underwriting. ▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇ and any third party underwriter in writing of:connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of any Seller Party or any Affiliate thereof. (ie) each aspectSeller hereby acknowledges and agrees that Buyer shall have the right to commission and order an Appraisal of any Mortgaged Property at any time and from time to time, if any, of the Operating Environment that is not suitable and Seller shall be responsible for the provision reasonable and documented costs and expenses incurred by Buyer in obtaining one such Appraisal for the Mortgaged Property or Mortgaged Properties securing a Purchased Asset during any twelve (12) consecutive month period. Seller shall cooperate with Buyer in connection with the commission or order of any Appraisal by Buyer, and Seller shall use commercially reasonable efforts to cause the Services;applicable Mortgagor to cooperate with Buyer in obtaining any such Appraisal, including, without limitation, by providing Buyer with access to the Mortgaged Property. (iif) the actions needed ▇▇▇▇▇▇ agrees to remedy each such unsuitable aspect; and reimburse Buyer on demand for reasonable and documented out- of-pocket costs and expenses (iii) a timetable for andincluding, to the extent that such costs are to be payable to the Supplierwithout limitation, the costs reasonable fees and expenses of those actions, and such actions, timetable and costs are fully reflected outside counsel) incurred by ▇▇▇▇▇ in connection with its due diligence activities pursuant to this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, norArticle 26, subject to Clause 2.3to, shall the Supplier be entitled to recover any additional costs or chargesso long as no Event of Default has occurred and is continuing, arising as a result of: (a) any unsuitable aspects calendar year cap of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information$50,000. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges thatAs soon as reasonably possible, subject but not later than five (5) days after the Effective Date, Lessor shall deliver to Lessee the following items related to Property, to the Allowable Assumptions: extent in Lessor’s possession: (ai) engineering or environmental reports; (ii) recorded documents and title polices; (iii) leases, licenses, and any facilities use agreements; and (iv) surveys. Lessee shall have sixty (60) days from the Authority has delivered Effective Date (the “Due Diligence Period”) to obtain any governmental approvals, including zoning relief and to conduct such reasonable tests, studies, and examinations as it may deem necessary or made available appropriate to utilize the Property for its permitted use and to determine, in its sole and absolute judgment, the acceptability of the Property for lease by the Lessee (the “Due Diligence”). The Lessee and its contractors shall have the right to enter upon the Property for the purpose of inspecting the Property in accordance with this Paragraph and to perform such reasonable tests and inspections it desires, specifically including, but not limited to, soil borings, and Phase I and Phase II environmental inspections. ▇▇▇▇▇▇ understands and agrees that all such inspections and reviews shall be conducted in a manner to provide minimum disturbance to the Supplier Property. Lessee shall provide Lessor with reasonable prior notice of any inspections that Lessee wishes to conduct at the Property to allow Lessor an opportunity to arrange for a representative of Lessor to be present at any such inspection. Lessee shall indemnify Lessor and hold Lessor harmless from and against any and all loss or damage caused by any acts of Lessee, its employees, contractors, or any person performing any inspection on behalf of ▇▇▇▇▇▇. Lessor shall reasonably cooperate, without incurring any costs, with Lessee in seeking any governmental approvals Lessee determines are needed for its use of the information Property, which shall include, but not be limited to, the filing of any applications for zoning relief. All governmental fees and documents expenses related to any approvals sought by the Lessee shall be paid by ▇▇▇▇▇▇. If, after undertaking such efforts, the Lessee, in its sole discretion, determines that for any reason it shall not proceed with the lease of the Property, the Lessee may, by written notice to the Lessor given not later than the expiration of the Due Diligence Period, notify the Lessor of the Lessee’s inability to satisfy itself with respect to the Property and its election to declare this Lease cancelled and null and void. In the event the Lessee does not notify the Lessor that the Supplier considers necessary or relevant for Lessee has elected to declare this Lease cancelled and null and void in the performance of its obligations under manner and within the time period set forth in this Agreement; (b) it has made its own enquiries Paragraph, this Lease shall remain in full force and effect, except that the Lessee’s option to satisfy itself as to the accuracy above matters or to declare this Lease cancelled and adequacy null and void shall be terminated and be of no force and effect. The earlier of the date upon which the Lessee waives its rights under the Due Diligence Information; (c) it has satisfied itself (whether by inspection Period or having raised all relevant due diligence questions with the Authority before expiration thereof shall be deemed the Effective “Commencement Date) of all relevant details relating to: (i) .” Lessee shall have no right to occupy the Authority Requirements; (ii) Property until the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Commencement Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Datedate of this Agreement) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Datedate of this Agreement) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The 5.1 Subject to Clause 5.5, the Supplier acknowledges that, subject to the Allowable Assumptions: (a) that the Authority has delivered or made available the Due Diligence Information and consequently the Supplier shall be deemed to have: 5.1.1 satisfied itself of all details relating to the Supplier all nature of the Service Requirements; 5.1.2 been supplied with sufficient information and documents that satisfied itself about all relevant aspects of the Supplier considers necessary or relevant for the performance of its obligations under this AgreementService Environment; (b) it has made its own enquiries to satisfy 5.1.3 satisfied itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Deployed Services of the Authority Assets; and; (v) 5.1.4 raised all relevant due diligence questions with the existing contracts (including any licences, support, maintenance Authority before the Effective Date and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has have advised the Authority in writing of: (ia) each aspect, if any, any aspect of the Operating Service Environment that is not suitable for the provision of the Deployed Services; (iib) the proposed actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) accommodate any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure Service Environment and a timetable for such actions, which shall have been taken into consideration by the Supplier in the Implementation Plan and the Project Plan; and 5.1.5 made its own enquiries to satisfy itself as to the accuracy and/or adequacy and completeness of the Due Diligence Information. 2.3 The Parties shall comply with 5.2 Subject to Clause 5.5, the provisions Supplier acknowledges that: 5.2.1 the Authority has relied upon the Supplier's expertise and professionalism in the carrying out of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) all due diligence activities in relation to this Contract including the requesting of and verification of all Due Diligence Information; and 5.2.2 the Due Diligence Information, together with the Supplier's own expertise and working knowledge of the Authority's operations, are sufficient to enable the Supplier to satisfy itself that it is able to perform its obligations under this Contract. 5.3 Subject to Clause 5.5, the Supplier shall not be entitled to any Allowable additional payment, nor be excused from any liability under this Contract, and has no right to make a Claim against the Authority as a result of: 5.3.1 the Supplier having failed to inspect the Service Environment or failed to notify the Authority of any actions to accommodate the unsuitability of the Service Environment in accordance with Clause 5.1.4; 5.3.2 the Supplier misinterpreting any matter or fact relating to the Service Requirements, or the functions, facilities, condition or capabilities of the Service Environment or the Authority Assets; or 5.3.3 the Supplier having failed to review the Due Diligence Information or any documents referred to in the Due Diligence Information. 5.4 No warranty, representation or undertaking (whether express or implied) is given by the Authority as to the accuracy, completeness, adequacy or fitness for purpose of any Due Diligence Information or that such information constitutes all of the information relevant or material to the Service Requirements, the Authority Assets and the Deployed Services. Accordingly, all liability on the part of the Authority in connection with: 5.4.1 the content of any Due Diligence Information; and 5.4.2 any representations or statements made in respect of any Due Diligence Information, is excluded to the extent permitted by Law, except to the extent of any fraudulent misrepresentation. 5.5 At the Effective Date the Parties acknowledge that the Supplier has not had the opportunity to perform full surveys for all of the Service Environment for the purpose of Clauses 5.1 to 5.3 and that following the Effective Date the Supplier shall undertake the Post-Effective Date Surveys. As a consequence, the Authority has permitted the Supplier to make certain Survey Assumptions in respect of the Service Environment as set out in Appendix 3 of Schedule 5.1 (Milestone Payments and Claims Procedure) and the provisions set out in paragraph 15 of Schedule 5.1 (Milestone Payments and Claims Procedure) shall apply in respect of the Survey Assumptions. The Parties agree that Clauses 5.1 to 5.3 shall apply in full in respect of those particular aspects of the Service Environment that are subject to the Post-Effective Date Surveys, once those additional surveys have been completed. 5.6 Except as provided in Clause 5.5, the Supplier acknowledges that there shall not be any due diligence or joint verification with the Authority after the Effective Date.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) DUE DILIGENCE CONTINGENCY. Purchaser shall have the Authority has delivered or made available period from the date of the Letter of Intent until 5:00 p.m. (Eastern Time) on January 18, 2000 (the "DUE DILIGENCE PERIOD"), to perform its due diligence review of the Property and all matters related thereto which Purchaser deems advisable, including, without limitation, with respect to engineering, environmental, title, survey, financial, operational and legal compliance matters. If Purchaser, in its sole discretion, is not satisfied with the results of its due diligence review of the Property for any reason whatsoever, Purchaser shall have the right to terminate this Agreement in accordance with Sections 12.2 and 12.3 by providing written notice to Seller prior to the Supplier all expiration of the information and documents that Due Diligence Period (the Supplier considers necessary or relevant for "DUE DILIGENCE CONTINGENCY"). If Purchaser does not terminate this Agreement pursuant to the performance Due Diligence Contingency prior to the expiration of the Due Diligence Period in accordance with this Section 4.1(a), Purchaser shall be deemed to have waived its obligations under rights to terminate this Agreement pursuant to the Due Diligence Contingency, in which case the ▇▇▇▇▇▇▇ Money shall be non-refundable to Purchaser, except as otherwise expressly provided in this Agreement;. (b) it has made DUE DILIGENCE INSPECTIONS. Purchaser, through its own enquiries employees, agents and representatives ("PURCHASER'S INSPECTORS"), shall have the right to satisfy itself perform such examinations, tests, investigations and studies of the Property (the "INSPECTIONS") as Purchaser reasonably deems advisable, in accordance with this Section 4.1, and Seller shall provide reasonable access to the accuracy and adequacy of Property for Purchaser's Inspectors to perform the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: Inspections; provided, however, that (i) Purchaser shall provide Seller with at least twenty-four (24) hours prior notice of each of the Authority Requirements; Inspections; (ii) the suitability Purchaser's Inspectors shall be accompanied by an employee, agent or representative of Seller; provided, however, that Seller shall be deemed to have waived its right to have an employee, agent or representative present if Seller fails to make such person available to Purchaser within twenty-four (24) hours after receipt from Purchaser of the existing and notice required pursuant to clause (to the extent that it is defined or reasonably foreseeable at the Effective Datei) future Operating Environment; immediately preceeding; (iii) the operating processes and procedures and the working methods of the Authority; Inspections shall be conducted by Purchaser's Inspectors during normal business hours; (iv) the ownershipPurchaser's Inspectors shall not perform any drilling, functionalitycoring or other invasive testing, capacitywithout Seller's prior written consent, condition which consent may be withheld in Seller's sole discretion; and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to Inspections shall not unreasonably interfere with the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision operations of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actionsHotel, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties Purchaser's Inspectors shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation Seller's requests with respect to the verification of any Allowable AssumptionsInspections to minimize such interference.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions:Assumptions verification process as set out in Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing): (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Signature Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Signature Date) future Operating Environment, including any Government Furnished Assets that the Parties have agreed that the Authority will provide, as set out in Schedule 3 (Authority Responsibilities); (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 Upon execution of this LOI, ▇▇▇▇▇ will commence, on a timely and expeditious basis, due diligence of the Business. In the course of this due diligence, Buyer and its employees, agents, consultants, appraisers and counsel may request certain financial and operating data, as well as other information related to the ownership and use of the Business. Such due diligence may include, but not be limited to, review and investigation of the operational, legal, financial, billing, coding, collecting, employment and other matters of the Business. Sellers will permit Buyer’s employees, agents, consultants, appraisers and counsel to have reasonable access to its staff and facilities during normal working hours; provided, that all such access shall be coordinated through a designated representative of the Sellers and Buyer shall not and shall cause its representatives not to, disrupt the normal operations of Sellers or Sellers’ affiliates; and provided, further, that such access may consist of virtual access in accordance with applicable state, federal, or local orders or regulations governing social distancing and related matters in light of COVID-19. The Supplier acknowledges thatcommitments set forth in this LOI assume the completion of ▇▇▇▇▇’s due diligence of the Business to Buyer’s reasonable satisfaction. To the extent ▇▇▇▇▇ identifies any material concerns during the course of due diligence which could reasonably be expected to materially impact any of the commitments set forth herein (each, a “Material Concern”), Buyer shall promptly notify Sellers of such Material Concern and provide Sellers with a reasonable period to address, remedy or rectify such Material Concern. In the event Sellers are unable to address, remedy or rectify any Material Concern in such a manner that it would no longer reasonably be expected to materially impact the commitments set forth herein, the Parties acknowledge and agree that those commitments set forth herein that remain materially impacted may be modified in good faith upon mutual agreement of the Parties, subject to any and all limitations and restrictions set forth in this LOI; provided, that the Allowable Assumptions: (a) the Authority has delivered or made available Parties shall use good faith best efforts to the Supplier all modify any such commitments in as limited of a manner as possible in order to retain as much of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the intended benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that such commitments as is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicablereasonably possible. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier (a) Seller acknowledges that, subject at reasonable times and upon reasonable notice to Seller, Buye▇ ▇▇▇ the right to perform continuing due diligence reviews with respect to the Allowable Assumptions: Purchased Assets, the Seller Parties and Servicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Seller agrees that upon reasonable prior written notice from Buyer (aunless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Seller shall provide (or shall cause any other Seller Party or Servicer, as applicable, to provide) the Authority has delivered reasonable access to Buyer and any of its agents, representatives or made available permitted assigns to the Supplier all offices of Seller, such other Seller Party or Servicer, as the case may be, during normal business hours and permit them to examine, inspect, and make copies and extracts of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information and documents that relating to such Purchased Assets in the Supplier considers necessary possession or relevant for under the performance control of its obligations under this Agreement;such party. (b) Seller agrees that it has made shall, promptly upon reasonable request of Buyer, deliver (or shall cause to be delivered) to Buyer and any of its own enquiries agents, representatives or permitted assigns copies of any documents permitted to satisfy itself as to the accuracy and adequacy of the Due Diligence Information;be reviewed by Buye▇ ▇▇ accordance with Article 26(a). (c) it has satisfied itself Seller agrees to make available (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Dateto cause any other Seller Party or Servicer, as applicable, to make available) to Buyer and any of all relevant details relating to:its agents, representatives or permitted assigns (i) in person at the Authority Requirements; time of any inspection pursuant to Article 26(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Seller, such other Seller Party or Servicer, as the suitability case may be, for the purpose of answering questions about any of the existing and (to the extent that it is defined foregoing Persons, or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements matters relating to the Operating Environment) referred Transaction Documents or any Transaction that Buyer reasonably needs to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; anddiscuss with such Person. (d) it Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has advised the Authority right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third- party underwriter to perform such underwriting. Sell▇▇ ▇▇▇ees to cooperate with Buye▇ ▇▇▇ any third party underwriter in writing of:connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of any Seller Party or any Affiliate thereof. (ie) each aspectSeller hereby acknowledges and agrees that Buyer shall have the right to commission and order an Appraisal of any Mortgaged Property at any time and from time to time, if any, of the Operating Environment that is not suitable and Seller shall be responsible for the provision reasonable and documented costs and expenses incurred by Buyer in obtaining one such Appraisal for the Mortgaged Property or Mortgaged Properties securing a Purchased Asset during any twelve (12) consecutive month period. Seller shall cooperate with Buyer in connection with the commission or order of any Appraisal by Buyer, and Seller shall use commercially reasonable efforts to cause the Services;applicable Mortgagor to cooperate with Buyer in obtaining any such Appraisal, including, without limitation, by providing Buyer with access to the Mortgaged Property. (iif) the actions needed Sell▇▇ ▇▇▇ees to remedy each such unsuitable aspect; and reimburse Buyer on demand for reasonable and documented out- of-pocket costs and expenses (iii) a timetable for andincluding, to the extent that such costs are to be payable to the Supplierwithout limitation, the costs reasonable fees and expenses of those actions, and such actions, timetable and costs are fully reflected in outside counsel) incurred by Buye▇ ▇▇ connection with its due diligence activities pursuant to this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, norArticle 26, subject to Clause 2.3to, shall the Supplier be entitled to recover any additional costs or chargesso long as no Event of Default has occurred and is continuing, arising as a result of: (a) any unsuitable aspects calendar year cap of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information$50,000. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) Seller acknowledges that Purchaser has the Authority has delivered or made available right to perform continuing due diligence reviews with respect to the Supplier all Purchased Assets (including obtaining updated or new appraisals), the Seller Parties and Servicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Seller agrees that upon reasonable prior notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Seller shall provide (or shall cause any other Seller Party or Servicer, as applicable, to provide) reasonable access to Purchaser and any of its agents, representatives or permitted assigns to the offices of Seller, such other Seller Party or Servicer, as the case may be, during normal business hours and permit them to examine, inspect, and make copies and extracts of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information and documents that relating to such Purchased Assets in the Supplier considers necessary possession or relevant for under the performance control of its obligations under this Agreement;such party. (b) Seller agrees that it has made shall, promptly upon reasonable request of Purchaser, deliver (or shall cause to be delivered) to Purchaser and any of its own enquiries agents, representatives or permitted assigns copies of any documents permitted to satisfy itself as to the accuracy and adequacy of the Due Diligence Information;be reviewed by Purchaser in accordance with Article 28(a). (c) it has satisfied itself Seller agrees to make available (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Dateto cause any other Seller Party or Servicer, as applicable, to make available) to Purchaser and any of all relevant details relating to: its agents, representatives or permitted assigns (i) in person at the Authority Requirements; time of any inspection pursuant to Article 28(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Seller, such other Seller Party or Servicer, as the suitability case may be, for the purpose of answering questions about any of the existing and (to the extent that it is defined foregoing Persons, or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements matters relating to the Operating Environment) referred Transaction Documents or any Transaction that Purchaser wishes to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; anddiscuss with such Person. (d) it Without limiting the generality of the foregoing, Seller acknowledges that Purchaser may enter into Transactions with Seller based solely upon the information provided by Seller to Purchaser and the representations, warranties and covenants contained herein, and that Purchaser, at its option, has advised the Authority right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Purchaser may underwrite such Purchased Assets itself or engage a third-party underwriter to perform such underwriting. Seller agrees to cooperate with Purchaser and any third party underwriter in writing of:connection with such underwriting, including, but not limited to, providing Purchaser and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of any Seller Party or any Affiliate thereof. (ie) each aspectSeller agrees to reimburse Purchaser within thirty (30) days after demand for any and all reasonable costs and expenses (including, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplierwithout limitation, the costs reasonable fees and expenses of those actions, and such actions, timetable and costs are fully reflected external counsel) incurred by Purchaser in connection with its due diligence activities pursuant to this Agreement, including the Services Description and/or Authority Responsibilities as applicableArticle 28. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority Purchaser hereby acknowledges that Seller has delivered previously provided or made available to the Supplier all Purchaser copies or originals of the information documents listed on Exhibit H attached hereto (the “Documents”). Purchaser acknowledges that many of the Documents were prepared by third parties other than Seller, and documents in many instances, may have been prepared prior to the time that the Supplier considers necessary persons who now control Seller had any active involvement in the Property. Purchaser further acknowledges and agrees that, except as expressly set forth in Section 4.01, neither Seller nor any of Seller’s agents, employees, advisors, consultants or relevant for contractors has made any warranty or representation, or undertaken any independent investigation, regarding the performance truth, accuracy or completeness of its obligations under this Agreement;any of the Documents or the source(s) thereof. (b) it has made Purchaser acknowledges that pursuant to that certain Access Agreement by and between Seller and Purchaser dated as of May 23, 2005, as amended by that certain First Amendment to Access Agreement dated as of May 26, 2005 and that certain Second Amendment to Access Agreement dated as of June7, 2005 (as amended, the “Access Agreement”) from May 23, 2005 to June 29, 2005, Purchaser had the right, at reasonable times, (i) to enter upon the Property to make reasonable engineering tests and physical inspections and Seller shall reasonably cooperate with Purchaser, or its own enquiries agents, in arranging such tests and inspections, (ii) to satisfy itself as inspect all books and records pertaining to the accuracy and adequacy operation of the Due Diligence Information;Property (and Seller shall supply such documentation, to the extent such documentation is available, as Purchaser or Purchaser’s accountants or other representatives may reasonably request to facilitate such review), and (iii) to inspect all Documents, zoning or other governmental use restrictions. (c) it Seller has satisfied itself advised Purchaser that the Hotel is currently managed by Fairmont Hotels & Resorts (whether by inspection U.S.) Inc., a Delaware corporation (the “Manager”), pursuant to that certain Hotel Management Agreement dated as of July 1, 2004 (the “Management Agreement”). Purchaser shall be required to assume the Management Agreement at Closing. Purchaser acknowledges that under the Management Agreement, Manager has the sole and exclusive right to operate the Hotel subject to certain approval rights of Owner and that, therefore, Owner has limited knowledge of, and ability to direct or having raised all relevant due diligence questions with influence, the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability operation of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicableHotel. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges thatUntil the forty-fifth (45th) day following the Effective Date (the “Due Diligence Expiration Date”), subject Purchaser and Purchaser’s Representatives (as defined below) shall have the right, without interfering with Sellers’ operations, to conduct due diligence with respect to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all of the information Assets and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy feasibility and adequacy acceptability of the Assets and the Fee/Leased Locations for the Purchaser’s intended use as a retail convenience store and gas station operation and to enter onto each of the Fee/Leased Locations (at reasonable times agreed to by the parties) to inspect and reasonably test the Fee/leased Locations and the other Assets, including all buildings, improvements and equipment located thereon. In addition, Sellers shall permit Purchaser and Purchaser’s Representatives reasonable access, upon twenty-four (24) hours advance notice, to each Seller’s premises, books, records, financial records and key personnel relative to the Seller’s Fee/leased Locations and the Assets and shall cause its key personnel to furnish Purchaser with such financial, operating and other information regarding the Seller’s subject business, the Assets, the Locations, contracts, liabilities, employees and properties as Purchaser may reasonably request. Purchaser’s analysis, inspection and testing may include, but shall not be limited to: soil analysis and borings, utility location availability, perc testing, geological testing, financial analysis, analysis for SEC (as hereinafter defined) compliance and any and all other tests, studies or analysis, which Purchaser, in its sole discretion, deems appropriate, provided however, that borings shall only be performed by mutual agreement of the parties (collectively, the “Property and Business Studies and Analysis”), copies of which shall be promptly forwarded to Sellers. The Property and Business Studies and Analysis may also include, at Purchaser’s discretion, Environmental Site Assessments (“ESA”) at the Fee/Leased Locations, provided the ESA conforms to Schedule 7.1 and applicable ASTM standards, does not damage or interfere with the operation of the Fee/Leased Locations and Purchaser provides Sellers with a copy of the ESA report promptly after the report is issued. At all times, Purchaser and Purchaser’s Representatives shall be covered by adequate insurance and shall comply with all applicable safety and other legal requirements. In the event that the Purchaser determines that the results of any analysis, inspection or testing of the Assets or the Property and Business Studies and Analysis are unacceptable (the “Inspection Defects”), in Purchaser’s sole discretion, Purchaser shall give Sellers written notice thereof, and Purchaser may, by further written notice delivered to the Sellers prior to the expiration of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Expiration Date) of all relevant details relating to: , either (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under terminate this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy specific Asset that has the Inspection Defect that applicable Seller has not corrected within thirty (30) days after Purchaser’s written notice of the Due Diligence Information. 2.3 The Parties shall comply with existence of the provisions Inspection Defect (but in no event later than ten (10) days before the Closing Date), and in that event, the Asset Purchase Price will be reduced based upon the portion of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicingthe Asset Purchase Price allocated to such excluded Asset(s) in relation to the verification of any Allowable Assumptions.under

Due Diligence. 2.1 The Supplier acknowledges 6.1 ▇▇▇▇, upon execution of this Agreement, will use all commercially reasonable efforts to (i) diligently proceed with the development, manufacture, and Sale of the LLNL Licensed Products and related Licensed Services and use of related Licensed Methods, and will use all commercially reasonable efforts to earnestly and diligently market the same after execution of this Agreement and in quantities sufficient to meet the market demands therefor (the “LLNL Licensed Products Diligence Obligation”) and (ii) diligently proceed with the development, manufacture, and Sale of the DWA Licensed Products and related Licensed Services and use of related Licensed Methods, and will use all commercially reasonable efforts to earnestly and diligently market the same after execution of this Agreement and in quantities sufficient to meet the market demands therefor (the “DWA Licensed Products Diligence Obligation”); provided that, until ▇▇▇▇ achieves the Monterey Milestone, ▇▇▇▇ will use all commercially reasonable efforts to achieve the Monterey Milestone and will apply substantially all of its available technology and product development resources to achievement of the Monterey Milestone (the “Monterey Milestone Diligence Obligation”). 6.2 ▇▇▇▇ will meet the specific performance obligations and milestones specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS), in accordance with the terms and conditions therein (including, without limitation, the cure periods and potential modifications to such time periods therein). If ▇▇▇▇ is unable to meet such milestones in accordance with Exhibit B, ▇▇▇▇ may negotiate with LLNL or LLNS for a new schedule and the conditions for continuation of the Underlying License, subject always to TomoTherapy’s right to approve such new schedule and conditions with LLNS under the Underlying License. ▇▇▇▇ shall copy TomoTherapy on all written communications (including emails) from ▇▇▇▇ to LLNL or LLNS that relate to negotiations of a new milestone schedule or the conditions for continuation of the Underlying License and will promptly provide to TomoTherapy copies of all written communications (including emails) that ▇▇▇▇ receives from LLNL or LLNS that relate to negotiations of the terms of the Underlying License or any remedies or other steps that LLNL or LLNS is taking or may take by reason of any failure of TomoTherapy to meet any milestone schedule or conditions for continuation of the Underlying License and that LLNL or LLNS did not directly forward to TomoTherapy, including any notice regarding the exercise of conversion or termination rights in favor LLNS in Sections 6.2.2, 6.2.3 or 6.6 of the Underlying License. TomoTherapy will promptly provide to ▇▇▇▇ copies of all written communications (including emails) that TomoTherapy receives from LLNL that relate to any notices with respect to Sections 6.1, 6.2.2, 6.2.3 or 6.6 of the Underlying License. Without limiting the generality of the foregoing, ▇▇▇▇ shall keep TomoTherapy timely apprised of all material developments in the negotiation of a new milestone schedule or the conditions for continuation of the Underlying License with LLNL or LLNS or otherwise respect to the Allowable Assumptions:exercise by LLNL or LLNS of any rights or remedies with respect to the Underlying License. Notwithstanding the foregoing or any other provision of this Agreement, nothing herein affects to obligations of LLNL or LLNS, as applicable, to provide directly to TomoTherapy any and all notices given by LLNL or LLNS under the Existing License. Notwithstanding the foregoing, if LLNL or LLNS provides notice to TomoTherapy or ▇▇▇▇ that LLNL or LLNS will not agree to extend any milestone date set forth in Exhibit B to the Underlying Sublicense to a date by which ▇▇▇▇ is able to achieve such milestone; or LLNL or LLNS otherwise provide notice of a failure to meet the obligations Paragraph 6.1, 6.2.2, 6.2.3 of the Underlying License; or LLNL or LLNS otherwise provide notice of an intent to exercise any of the conversion or termination rights in favor LLNS in Sections 6.1, 6.2.2, 6.2.3 or 6.6 of the Underlying License or if ▇▇▇▇ and LLNL or LLNS fail to reach agreement on a extended milestone schedule at least thirty (30) days before LLNS is permitted under Paragraph 6.2.2 or 6.2.3 of the Underlying Licensed to convert the limited exclusive license granted thereunder to TomoTherapy to a non-exclusive license or to terminate the Underlying License, TomoTherapy thereafter shall have the right to actively participate along with ▇▇▇▇ in all subsequent discussions and negotiations with LLNL and LLNS with respect to such matters and TomoTherapy and ▇▇▇▇ agree in such event to reasonably cooperate with each other in connection with such joint discussions and negotiations with LLNL and LLNS. 6.3 If the terms of the Underlying License are modified due to a missed milestone, then the terms of this Agreement shall be modified to the same extent. 6.4 ▇▇▇▇ will comply with all applicable governmental laws and obtain all necessary governmental approvals in each country where Licensed Products or Licensed Services are manufactured, used, Sold, imported, or offered for Sale. 6.5 If LLNL notifies TomoTherapy that LLNL was approached by a third party seeking a license to make, use, or sell the Invention or the Licensed Products in the Fields of Use in which rights have been granted to ▇▇▇▇ under Exhibit B hereto because commercial demand is not then being met, then ▇▇▇▇ will negotiate in good faith with that third party to grant a sublicense for any Licensed Patents in the market for which ▇▇▇▇ and existing sublicensees are not meeting commercial demand. The determination to grant a sublicense may be based on ▇▇▇▇’▇ business interests, and may be granted or denied in ▇▇▇▇’▇ reasonable business judgment, provided, however, that ▇▇▇▇ provides LLNL and TomoTherapy with a justification (which shall be treated as Proprietary Information) for denying any such sublicense. 6.6 During the term of this Agreement, ▇▇▇▇ will conduct normal, continuous business operations. If ▇▇▇▇ seeks protection under any United States bankruptcy proceedings during the term of this Agreement, ▇▇▇▇ will notify TomoTherapy in writing no later than seventy-two (72) hours after the bankruptcy filing. Upon filing bankruptcy, the license terminates at TomoTherapy’s option as stated in Article 9 (LIFE OF THE AGREEMENT), Paragraph 9.2. 6.7 If TomoTherapy receives any notice pursuant to Paragraph 6.6 of the Underlying License, TomoTherapy shall promptly forward such notice to ▇▇▇▇ and shall allow ▇▇▇▇ to negotiate directly with LLNL to cure any deficiencies. 6.8 If ▇▇▇▇ breaches the LLNL Licensed Products Diligence Obligation, the DWA Licensed Products Diligence Obligation or the Monterey Milestone Diligence Obligation under Paragraph 6.1, TomoTherapy will have the right and option to: (a), in the case of a breach of the LLNL Licensed Products Diligence Obligation, (1) convert the Authority has delivered limited exclusive sublicense for LLNL Licensed Patents to a nonexclusive sublicense; or made available (2) terminate the limited exclusive sublicense for LLNL Licensed Patents, (b) in the case of a breach of the DWA Licensed Products Diligence Obligation, (1) convert the limited exclusive license for DWA TomoTherapy IP to a nonexclusive license; or (2) terminate the limited exclusive license for DWA IP; or (c), in the case of a breach of the Monterey Milestone Diligence Obligation, (1) convert the limited exclusive sublicense for the LLNL Licensed Patents and/or the DWA TomoTherapy IP to a nonexclusive sublicense; or (2) terminate the limited exclusive sublicense for LLNL Licensed Patents and/or terminate the limited exclusive license for DWA TomoTherapy IP. To exercise any right to terminate the limited exclusive sublicense for LLNL Licensed Patents or the limited exclusive license for DWA TomoTherapy IP or to convert the limited exclusive sublicense for LLNL Licensed Patents or the limited exclusive license for DWA TomoTherapy IP to a nonexclusive license, in each case, for breach of any of the diligence obligations set forth in Paragraph 6.1, TomoTherapy will give ▇▇▇▇ written notice, setting forth specific details as to the Supplier all nature of the information alleged deficiency. In the case of a breach of the LLNL Licensed Products Diligence Obligation, ▇▇▇▇ has sixty (60) days after TomoTherapy gives ▇▇▇▇ written notice of the alleged deficiency to cure the deficiency and documents ▇▇▇▇ shall provide to TomoTherapy written tangible evidence that such breach has been cured by the Supplier considers necessary or relevant for end of the (60) day period; provided that, if LLNL agrees in writing to an extension of the sixty (60)-day period specified in Paragraph 6.6 of the Underlying License during which TomoTherapy may cure any deficiency in the performance of its diligence obligations under this Agreement; (b) it has made its own enquiries Article 6 of the Underlying License, the period during which ▇▇▇▇ will be permitted to satisfy itself as cure any breach of the LLNL Licensed Products Diligence Obligation set forth in Paragraph 6.1 hereof automatically will be extended to the accuracy and adequacy same extent as such agreed extension to the sixty (60) day cure period in Paragraph 6.6 of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with Underlying License. In the Authority before the Effective Date) case of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability a breach of the existing and (to the extent that it is defined DWA Licensed Products Diligence Obligation or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods breach of the Authority; Monterey Milestone Diligence Obligation, ▇▇▇▇ has one hundred and twenty (iv120) the ownership, functionality, capacity, condition and suitability for use in the Services days after TomoTherapy gives ▇▇▇▇ written notice of the Authority Assets; and (v) alleged deficiency to cure the existing contracts (including any licences, support, maintenance deficiency and other agreements relating ▇▇▇▇ shall provide to TomoTherapy written tangible evidence that the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed deficiency has been cured by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision end of the Services; and one hundred and twenty (d120) it day period. If, at this point, TomoTherapy determines that ▇▇▇▇ has advised failed to cure the Authority in writing of: (i) each aspectdeficiency, if anythen TomoTherapy may, of at its option, immediately exercise the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected termination or conversion rights specified above in this Agreement, including the Services Description and/or Authority Responsibilities as applicableParagraph 6.8 by giving written notice to ▇▇▇▇. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 7.1 The Supplier Provider acknowledges and confirms that, subject to the Allowable Assumptions: (a) the Authority it has delivered or made available had an opportunity to carry out a thorough due diligence exercise in relation to the Supplier Services and has asked the Commissioner all of the information and documents that the Supplier questions it considers necessary or to be relevant for the performance purpose of its obligations under establishing whether it is able to provide the Services in accordance with the terms of this AgreementContract; (b) it has received all information requested by it from the Commissioner pursuant to paragraph (a) to enable it to determine whether it is able to provide the Services in accordance with the terms of this Contract; (c) it has made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied to it by or on behalf of the Due Diligence InformationCommissioner pursuant to paragraph (b); (cd) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority Commissioner before the Effective Commencement Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (de) it has advised entered into this Contract in reliance on its own due diligence. 7.2 Save as provided in this Contract, no representations, warranties or conditions are given or assumed by the Authority Commissioner in writing of: (i) each aspectrespect of any information which is provided to the Provider by the Commissioner and any such representations, if anywarranties or conditions are excluded, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, save to the extent that such costs are to be payable exclusion is prohibited by law. 7.3 The Provider: (a) as at the Commencement Date, warrants and represents that all information contained in the Provider's Tender Response remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Supplier, Commissioner prior to execution of the costs of those actions, and such actions, timetable and costs are fully reflected Contract; and (b) shall promptly notify the Commissioner in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from writing if it becomes aware during the performance of this Contract of any of inaccuracies in any information provided to it by the Commissioner during such due diligence which materially and adversely affects its obligations under this Agreement on ability to perform the grounds of, nor, subject to Clause 2.3, Services or meet the Service Level Arrangements. 7.4 The Provider shall the Supplier not be entitled to recover any additional costs from the Commissioner which arise from, or charges, arising be relieved from any of its obligations as a result of: (a, any matters or inaccuracies notified to the Commissioner by the Provider in accordance with clause 7.3(b) any unsuitable aspects save where such additional costs or adverse effect on performance have been caused by the Provider having been provided with fundamentally misleading information by or on behalf of the Operating Environment;Commissioner and the Provider could not reasonably have known that the information was incorrect or misleading at the time such information was provided. If this exception applies, the Provider shall be entitled to recover such reasonable additional costs from the Commissioner or shall be relieved from performance of certain obligations as shall be determined by the Change Control Procedure. (b) any misinterpretation 7.5 Nothing in this clause 7 shall limit or exclude the liability of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence InformationCommissioner for fraud or fraudulent misrepresentation. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier (a) Seller acknowledges that, subject at reasonable times and upon reasonable notice to Seller, B▇▇▇▇ has the right to perform continuing due diligence reviews with respect to the Allowable Assumptions: Purchased Assets, the Seller Parties and Servicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Seller agrees that upon reasonable prior written notice from Buyer (aunless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Seller shall provide (or shall cause any other Seller Party or Servicer, as applicable, to provide) the Authority has delivered reasonable access to Buyer and any of its agents, representatives or made available permitted assigns to the Supplier all offices of Seller, such other Seller Party or Servicer, as the case may be, during normal business hours and permit them to examine, inspect, and make copies and extracts of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information and documents that relating to such Purchased Assets in the Supplier considers necessary possession or relevant for under the performance control of its obligations under this Agreement;such party. (b) Seller agrees that it has made shall, promptly upon reasonable request of Buyer, deliver (or shall cause to be delivered) to Buyer and any of its own enquiries agents, representatives or permitted assigns copies of any documents permitted to satisfy itself as to the accuracy and adequacy of the Due Diligence Information;be reviewed by B▇▇▇▇ in accordance with Article 26(a). (c) it has satisfied itself Seller agrees to make available (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Dateto cause any other Seller Party or Servicer, as applicable, to make available) to Buyer and any of all relevant details relating to: its agents, representatives or permitted assigns (i) in person at the Authority Requirements; time of any inspection pursuant to Article 26(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Seller, such other Seller Party or Servicer, as the suitability case may be, for the purpose of answering questions about any of the existing and (to the extent that it is defined foregoing Persons, or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements matters relating to the Operating Environment) referred Transaction Documents or any Transaction that Buyer reasonably needs to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; anddiscuss with such Person. (d) it Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has advised the Authority right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third-party underwriter to perform such underwriting. S▇▇▇▇▇ agrees to cooperate with B▇▇▇▇ and any third party underwriter in writing of:connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of any Seller Party or any Affiliate thereof. (ie) each aspectSeller hereby acknowledges and agrees that Buyer shall have the right to commission and order an Appraisal of any Mortgaged Property at any time and from time to time; provided, if anyhowever, that prior to the occurrence and continuance of either a Purchased Asset Event of Default with respect to a Purchased Asset or an Event of Default, Seller shall not be responsible for the costs and expenses incurred by Buyer in obtaining more than one Appraisal of any Mortgaged Property related to any Purchased Asset subject to a Transaction hereunder in any twelve (12) month period (provided that the foregoing will not limit the ability of Buyer to obtain Appraisals at its own cost and expense). With respect to any Purchased Asset as to which a Purchased Asset Event of Default occurs after the Closing Date, at Seller’s expense, Buyer shall have the right to commission and order an Appraisal of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy related Mortgaged Property and in each such unsuitable aspect; and (iii) a timetable for and, case to the extent that such costs are requested by B▇▇▇▇, Buyer shall have the right to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects receive updated versions of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of third party reports referenced on the Due Diligence InformationChecklist. Seller shall cooperate with Buyer in connection with the commission or order of any Appraisal by Buyer, and Seller shall use commercially reasonable efforts to cause the applicable Mortgagor to cooperate with Buyer in obtaining any such Appraisal, including, without limitation, by providing Buyer with access to the Mortgaged Property. 2.3 The Parties shall comply (f) S▇▇▇▇▇ agrees to reimburse Buyer on demand for actual out of pocket costs and expenses (including, without limitation, the reasonable fees and expenses of outside counsel) incurred by Buyer in connection with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation its due diligence activities pursuant to the verification of any Allowable Assumptionsthis Article 26.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) it has advised the Authority in writing of: (i) each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 13 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) : the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) ; it has made its own enquiries to satisfy itself as to the accuracy and adequacy of the Due Diligence Information; (c) ; it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Effective Date) of all relevant details relating to: (i) : the Authority Requirements; (ii) ; the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) ; the operating processes and procedures and the working methods of the Authority; (iv) ; the ownership, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) and the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; and (d) and it has advised the Authority in writing of: (i) : each aspect, if any, of the Operating Environment that is not suitable for the provision of the Services; (ii) ; the actions needed to remedy each such unsuitable aspect; and (iii) and a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicable. 2.2 . The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) : any unsuitable aspects of the Operating Environment; (b) ; any misinterpretation of the Authority Requirements; and/or (c) and/or any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 . NOT USED The Parties shall comply Authority represents and warrants that: it has full capacity and authority to enter into and to perform this Agreement; this Agreement is executed by its duly authorised representative; there are no actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it that might affect its ability to perform its obligations under this Agreement; and its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law). The Supplier represents and warrants that: it is validly incorporated, organised and subsisting in accordance with the provisions Laws of Paragraph 6 its place of Part C incorporation; it has full capacity and authority to enter into and to perform this Agreement; this Agreement is executed by its duly authorised representative; it has all necessary consents and regulatory approvals to enter into this Agreement; it has notified the Authority in writing of Schedule 7.1 any actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, any threatened against it or any of its Affiliates that might affect its ability to perform its obligations under this Agreement; its execution, delivery and performance of its obligations under this Agreement will not constitute a breach of any Law or obligation applicable to it and will not cause or result in a default under any agreement by which it is bound; its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (Charges regardless of whether enforcement is sought in a proceeding in equity or law); all written statements and Invoicingrepresentations in any written submissions made by the Supplier as part of the procurement process, including without limitation its response to the selection questionnaire and ITT (if applicable), its tender and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement or to the extent that the Supplier has otherwise disclosed to the Authority in writing prior to the date of this Agreement; it has notified the Authority in writing of any Occasions of Tax Non-Compliance and any litigation in which it is involved that is in connection with any Occasion of Tax Non-Compliance; it has all necessary rights in and to the Licensed Software, the Third Party IPRs, the Supplier Background IPRs and any other materials made available by the Supplier (and/or any Sub-contractor) to the Authority which are necessary for the performance of the Supplier’s obligations under this Agreement and/or the receipt of the Services by the Authority; the Contract Inception Report is a true and accurate reflection of the Costs and Supplier Profit Margin forecast by the Supplier and the Supplier does not have any other internal financial model in relation to the verification Services inconsistent with the Financial Model; it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and within the previous 12 months, no Financial Distress Events have occurred or are subsisting (or any events that would be deemed to be Financial Distress Events under this Agreement had this Agreement been in force) and there are currently no matters that it is aware of that could cause a Financial Distress Event to occur or subsist. The representations and warranties set out in Clause 3.2 shall be deemed to be repeated by the Supplier on the Effective Date (if later than the date of signature of this Agreement) by reference to the facts then existing. Each of the representations and warranties set out in Clauses 3.1 and 3.2 shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any Allowable Assumptionsother representation, warranty or any other undertaking in this Agreement. If at any time a Party becomes aware that a representation or warranty given by it under Clause 3.1 or 3.2 has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation. For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination which the Authority may have in respect of breach of that provision by the Supplier. Except as expressly stated in this Agreement, all warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by Law.

Due Diligence. 2.1 The Supplier acknowledges that, subject to the Allowable Assumptions: (a) Promptly after the Authority has delivered or made available full execution of this Agreement, Seller shall deliver copies of the following documents to Buyer, to the Supplier extent in Seller's possession or control: (i) all Leases currently in effect, (ii) all existing environmental reports for the Property, (iii) the latest, full size survey of the information and documents that the Supplier considers necessary or relevant Property, (iv) construction drawings for the performance Property, if any, (v) title reports, together with copies of its obligations under this Agreement;all title exception documents, (vi) metes and bounds description of the Land, (vii) annual operating expense reports and tax bills for the past three years, (viii) utility bills for the past twelve (12) months, (ix) information, on a tenant by tenant basis, setting forth the reimbursements paid by each tenant for common area maintenance charges, taxes and insurance, together with a supporting schedule of expenses for the Property, (x) a list and description of all rent delinquencies as of the date hereof, (xi) all existing service contracts currently affecting the Property, (xii) any plans or proposals submitted or reviewed by the local authorities regarding potential expansion or development of the Property, (xiii) the Loan Documents, together with any correspondence sent to or received from Lender in respect of the Property during the preceding three (3) years. (b) it has made its own enquiries Buyer shall have the right, at any time after the Effective Date, to satisfy itself as inspect the Property, and to investigate existing zoning, the physical, structural and environmental condition of the Property, the compliance of the Property with Laws, the rental income and recoveries listed in the rent roll, the operating expenses, taxes and other costs of operating the Property, and any other factors Buyer deems relevant in determining whether to purchase the Property. For purposes of conducting such inspections and studies, Buyer shall have access to the accuracy Property at all reasonable times, subject to Section 5(d) below. (c) Buyer may terminate this Agreement, for any reason or for no reason at all, in Buyer's sole discretion, on notice to Seller and adequacy Escrow Agent given at any time during the Due Diligence Period, which notice may be given by email to ▇▇▇▇▇@▇▇▇▇.▇▇▇ and to ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, with a copy concurrently sent by facsimile to Mssrs. Vith and ▇▇▇▇▇ at their facsimile numbers set forth herein. In the event of such termination, Escrow Agent shall return the Deposit to Buyer, whereupon, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. If Buyer does not elect to terminate this Agreement pursuant to this Section 5(c) within the Due Diligence Period, Buyer shall conclusively be deemed to have waived its right of termination under this Section 5(c), the Deposit shall be non-refundable, except as otherwise expressly provided hereunder, and Buyer shall post the Additional Deposit with Escrow Agent no later than two (2) business days after the expiration of the Due Diligence Information; (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions Period. When wired to and deposited with the Authority before Escrow Agent, the Effective Date) of all relevant details relating to: (i) the Authority Requirements; (ii) the suitability of the existing and (to the extent that it is defined or reasonably foreseeable at the Effective Date) future Operating Environment; (iii) the operating processes and procedures and the working methods of the Authority; (iv) the ownershipAdditional Deposit will be non-refundable, functionality, capacity, condition and suitability for use in the Services of the Authority Assets; and (v) the existing contracts (including any licences, support, maintenance and other agreements relating to the Operating Environment) referred to in the Due Diligence Information which may be novated to, assigned to or managed by the Supplier under this Agreement and/or which the Supplier will require the benefit of for the provision of the Services; andexcept as otherwise expressly provided hereunder. (d) it Upon not less than two business days prior written notice to Seller, Seller shall permit Buyer and its agents and consultants access to the Property from time to time for the purpose of undertaking surveys and engineering, environmental, soils, wetlands and other similar tests, borings, drillings and studies, provided Buyer promptly repairs any damage to the Property caused by such entry and restores the Lands to the condition that existed prior to such entry. Seller shall cooperate with Buyer and enforce provisions of Leases if necessary in order to facilitate entry by Buyer into tenant spaces as reasonably required by Buyer. Buyer shall hold and save Seller harmless from and against any and all loss, cost, damage, injury or expense arising out of or in any way related to the acts or omissions of Buyer, its agents, employees and consultants, relating to any such entry, and such obligation shall survive the termination of this Agreement, except that Buyer shall not be liable for costs or damages resulting from Buyer's discovery or exacerbation of pre-existing conditions, absent Buyer's negligence. Prior to any such entry, Buyer shall furnish to Seller evidence that Buyer (or its respective contractors entering onto the Property to perform borings, drillings or other intrusive testings) has advised procured comprehensive liability insurance from an insurer authorized to do business in the Authority Commonwealth of Pennsylvania which is reasonably acceptable to Seller protecting Seller from claims for bodily injury or death in writing of:single limit amount of not less than $1,000,000, naming Seller as an additional insured. Such insurance shall provide that at least thirty (30) days' notice of termination, cancellation, modification or lapse of coverage shall be given to Seller. The indemnification provision contained in this Section 5(d) shall survive the termination of this Agreement and/or the closing of title. (e) Buyer will provide Seller with copies of any environmental reports of the Property prepared for Buyer. Buyer will keep confidential and not disclose to third parties all environmental reports of the Property prepared for or delivered to Buyer, except for disclosures (i) each aspectto Buyer's consultants, if anyagents, representatives, employees and third parties needing to know such information, provided all such parties agree to maintain the confidentiality of the Operating Environment that is not suitable for the provision of the Services; such reports, and (ii) the actions needed to remedy each such unsuitable aspect; and (iii) a timetable for and, to the extent that such costs are to be payable to the Supplier, the costs of those actions, and such actions, timetable and costs are fully reflected in this Agreement, including the Services Description and/or Authority Responsibilities as applicablerequired by law. 2.2 The Supplier shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor, subject to Clause 2.3, shall the Supplier be entitled to recover any additional costs or charges, arising as a result of: (a) any unsuitable aspects of the Operating Environment; (b) any misinterpretation of the Authority Requirements; and/or (c) any failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the Due Diligence Information. 2.3 The Parties shall comply with the provisions of Paragraph 6 of Part C of Schedule 7.1 (Charges and Invoicing) in relation to the verification of any Allowable Assumptions.