Common use of Initial Closing Date Clause in Contracts

Initial Closing Date. (a) A meeting has taken place on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered to the Mortgages Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. (a) 3.1 A meeting has taken shall take place on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ or such offices as the parties may agree at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (ia) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto5, duly executed by the Seller; (iib) a certified copy of each of the Insurance Acknowledgements (as defined in the Mortgage Sale Agreement dated 26 July 2000); (c) a duly executed assignment of all applicable insurance contracts the MIG Policies (as defined in the Mortgage Sale Agreement dated as at 26 July 2000) from the Initial Closing Date Seller and a certified copy of a notice (the original of which shall be served by courier or by special delivery) of such assignment from the Seller to Carfax or such other insurer under the MIG Policies in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8Schedules 8 and 9 respectively of the Mortgage Sale Agreement dated 26 July 2000 and a certified copy of consent to assignment of the MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured under the MIG Policies following the assignment) from Carfax or such other insurers in such form as the Mortgages Trustee reasonably requires; (iiid) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a certified copy of the board minute minutes of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificateAgreement; (ive) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7Rights; (vf) a certified copy of the notice from the Seller to Carfax as to the proposed assignment of the MIG Policies; and (g) a solvency certificate from an authorised signatory of the Seller dated as at the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4Date. 3.2 The Seller undertakes that that, from the Initial Closing Date until the perfection completion of the sale assignment in accordance with Clause 66.1, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was shall be paid the Initial Purchase Price by telegraphic transfer as follows: (a) the Initial Consideration shall be paid by Funding for and on behalf of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date; and (b) the Deferred Consideration (including any Postponed Deferred Consideration) shall be paid by Funding for and on behalf of the Mortgages Trustee quarterly on the Interest Payment Dates (provided there are available funds and after the making of any provisions in accordance with normal accounting practice) in accordance with the Funding Pre- Enforcement Revenue Priority of Payments or, as the case may be, the Funding Post- Enforcement Priority of Payments. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed) to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party making the disclosure and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that, prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection ▇▇▇ ▇▇▇▇.

Initial Closing Date. (a) A meeting has taken shall take place at 11 a.m. on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ or such other time or offices as the parties may agree at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a certified copy of each of the duly executed Insurance Acknowledgements; (iii) a certified copy of each of the duly executed Insurance Endorsements; (iv) a duly executed assignment of all applicable insurance contracts the Halifax Mortgage Re Limited MIG Policies to the extent that they relate to the Mortgages comprised in the Initial Portfolio from the Seller to the Mortgages Trustee and a certified copy of a notice (the original of which shall be served by the Seller by courier or by special delivery) of such assignment from the Seller to HBOS Insurance (PCC) Guernsey Limited dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 88 and Schedule 9 hereto respectively and a certified copy of consent to assignment of the Halifax Mortgage Re Limited MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured in respect of the Initial Portfolio under the Halifax Mortgage Re Limited MIG Policies following such assignment) from HBOS Insurance (PCC) Guernsey Limited in such form as HBOS Insurance (PCC) Guernsey Limited reasonably requires; (iiiv) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (ivvi) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vvii) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights’s right, titlestitle, interests interest and benefits benefit in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided 3 Provided that the matters described in Clause 6 Clauses 6.2, 6.3, 6.4 and Clause 7.4 6.5 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale assignment or assignation (as appropriate) in accordance with Clause 6Clauses 6.2, 6.3, 6.4 and 6.5, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall otherwise direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.13, the Seller was shall be paid the Initial Purchase Price of £2,505,373,309 by CHAPS telegraphic transfer (or as the Seller otherwise directed) by the Mortgages Trustee Funding 1 on the Initial Closing Date. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding 1 and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding 1, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed), to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party to whom such disclosure is made and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding 1 or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees and/or professional advisors or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection ▇▇▇ ▇▇▇▇.

Initial Closing Date. The obligation of each Buyer hereunder to purchase the Initial Notes and the Initial Shares from the Company at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived only by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof; and: (ai) A meeting has taken place on Each of the Company and its Subsidiaries shall have executed each of the Transaction Documents to which it is a party (other than any Additional Notes) and delivered the same to such Buyer. (ii) The representations and warranties of the Company herein shall be true and correct as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the offices Company and its Subsidiaries shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer, including an update as of a date as close to the Initial Closing Date as practicable of the representations contained in Sections 3(c) and 3(y) above. (iii) Such Buyer shall have received the opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇dated as of the Initial Closing Date, ▇which opinion will address, among other things, laws of the States of Delaware and New York applicable to the transactions contemplated hereby, in form, scope and substance reasonably satisfactory to such Buyer and applicable to the security interest provided pursuant to the Security Agreement, in the form of Exhibit G hereto, and otherwise in form, scope and substance reasonably satisfactory to such Buyer. (iv) The Company shall have executed and delivered to such Buyer the Notes and the Share Certificates (in such denominations as such Buyer shall request) for the Initial Notes and the Shares to be issued to such Buyer at the Initial Closing. (v) The Boards of Directors (or a committee thereof) of the Company and its Subsidiaries shall have adopted resolutions consistent with Section 3(b) above and in a form reasonably acceptable to such Buyer (the “Resolutions”). (vi) The transfer agent instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent, and the Company shall have delivered a copy thereof to such Buyer. (vii) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such entity’s state or other jurisdiction of incorporation or organization issued by the Secretary of State (or other applicable authority) of such state or jurisdiction of incorporation or organization as of a date within ten (10) days of the Initial Closing Date. (viii) The Company shall have delivered to such Buyer a secretary’s certificate, dated as of the Initial Closing Date, certifying as to (A) the Resolutions, and (B) the Bylaws, each as in effect at the Initial Closing. (ix) The Company shall have consummated the Hesperion Acquisition pursuant to the Hesperion Acquisition Agreement and the other Hesperion Transaction Documents. (x) The Company shall have made all filings under all applicable Securities Laws necessary to consummate the issuance of the Securities pursuant to this Agreement in compliance with such laws. (xi) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of such Closing Date. (xii) The Company shall have delivered fully executed subordination agreements for the Millennix Notes and the ▇▇▇▇▇ ▇▇▇▇▇Notes, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered to the Mortgages Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and each substantially in the form set out of Exhibit H, in Schedule 5 hereto, duly executed by the Seller;favor of each Buyer. (iixiii) a duly executed assignment of The Company shall have made all filings under all applicable insurance contracts dated as at federal, state, provincial, territorial and foreign securities laws necessary to consummate the Initial Closing Date and in the form issuance of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into Securities pursuant to this Agreement in compliance with such laws. (xiv) The Company and confirming that the resolutions referred its Subsidiaries shall have delivered and pledged to therein are in full force such Buyer any and effect and have not been amended or rescinded as at the date all Instruments, Negotiable Documents, Chattel Paper (each of the certificate; foregoing terms, as defined in the Security Agreement) and certificated securities (iv) a accompanied by stock powers executed in blank), duly executed endorsed and/or accompanied by such instruments of assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly transfer executed by the SellerCompany and its Subsidiaries, the Mortgages Trustee in such form and Funding 1; and (viii) a duly executed data transfer agreementsubstance as such Buyer may reasonably request. (bxv) The parties hereto acknowledge that completion on the Initial Closing Date of the sale Company and its Subsidiaries shall have delivered to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files such Buyer such other documents relating to the Portfolio that are in transactions contemplated by this Agreement as such Buyer or its possession or under its control or held to its order to the order of the Mortgages Trusteecounsel may reasonably request. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. The obligation of each Buyer hereunder to -------------------- purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (ai) A meeting The Company shall have executed each of the Transaction Documents, and delivered the same to such Buyer. (ii) The Certificate of Designations, shall have been filed with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to such Buyer. (iii) The Common Stock shall be designated for quotation on The Nasdaq SmallCap Market, The Nasdaq National Market or listed on the NYSE, and shall not have been suspended from trading on or delisted from such exchanges nor shall delisting or suspension by such exchanges have been threatened either (A) in writing by such exchanges or (B) by falling below the minimum listing maintenance requirements of such exchanges and the Company has taken place on complied with the listing requirements of the Nasdaq SmallCap Market for the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Initial Preferred Shares and the related Warrants, as the case may be. (iv) The representations and warranties of the Company contained herein shall be true and correct as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the offices Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents or Certificate of Designations to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect which also shall include an update as of the Initial Closing Date regarding the representation contained in Section 3(c) above. (v) Such Buyer shall have received the opinion of Barack ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ at which & ▇▇▇▇▇▇▇▇▇ dated as of the Seller Initial Closing Date, in substantially the form of Exhibit C attached hereto. --------- (vi) The Company shall have executed and delivered to such Buyer the Mortgages Trustee or its representative Warrants and the following documents: (i) two originals of Stock Certificates for the power of attorney dated as Initial Preferred Shares and the related Warrants being purchased by such Buyer at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller;Closing. (iivii) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a duly executed assignment form reasonably acceptable to such Buyer (the "Resolutions"). (viii) As of all applicable insurance contracts dated as at the Initial Closing Date Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares and exercise of the Warrants, at least 3,200,000 shares of Common Stock. (ix) The Irrevocable Transfer Agent Instructions, in the form of the Assignment of Insurance Contracts substantially Exhibit D attached hereto, shall have been delivered to and acknowledged in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed --------- writing by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data Company's transfer agreementagent. (bx) The parties hereto acknowledge that completion on Company shall have delivered to such Buyer a certificate evidencing the Initial Closing Date incorporation and good standing of the sale to the Mortgages Trustee Company and each Subsidiary in such corporation's state of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted incorporation issued by the relevant insurers in relation to each Seller Insurance Policy (applicable at Secretary of State of such time). 3.4 Subject to fulfilment state of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price incorporation as of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on a date within ten days of the Initial Closing Date. (xi) The Company shall have delivered to such Buyer a secretary's certificate certifying as to (A) the Resolutions, (B) the Certificate of Incorporation and (C) By-laws, each as in effect at the Initial Closing Date. (xii) The Company shall have delivered to such Buyer a certified copy of its Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten days of the Initial Closing Date. (xiii) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Initial Closing Date. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by the Transaction Documents as such Buyer or its counsel may reasonably request.

Initial Closing Date. The obligation of Buyer hereunder to purchase the Initial Preferred Shares from the Company at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion: (ai) A meeting has taken place the Company shall have executed each of the Transaction Documents and delivered the same to Buyer. (ii) the Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State, or a facsimile of such a copy and certification, shall have been delivered to Buyer. (iii) the Common Stock (x) shall be designated for quotation or listed on the Principal Market and (y) shall not have been suspended by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market; and the Conversion Shares issuable upon conversion of the Initial Preferred Shares shall be listed upon the Principal Market. (iv) the representations and warranties of the Company shall be true and correct as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the offices Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Buyer shall have received a certificate, executed by a duly authorized officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Buyer including, but not limited to, an update as of the Closing Date regarding the representation contained in Section 3(c) above. (v) Buyer shall have received the opinion of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered to the Mortgages Trustee or its representative the following documents: (i) two originals of the power of attorney L.L.P. dated as at of the Initial Closing Date Date, in form, scope and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date substance reasonably satisfactory to Buyer and in substantially the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably);EXHIBIT D attached hereto. (vi) an updated, complete the Company shall have executed and accurate list of the Loans and their Related Security in delivered to Buyer the Initial Portfolio which may be provided Preferred Stock Certificates (in a document stored upon electronic media (including, but not limited to, a CD-ROMsuch denominations as Buyer shall request) in a form acceptable to for the Mortgages Trustee, Funding 1 and Initial Preferred Shares being purchased by Buyer at the Funding 1 Security Trustee (each acting reasonably);Initial Closing. (vii) a Scottish Declaration the Board of Trust in respect Directors of the Scottish Loans Company shall have adopted resolutions consistent with Section 3(b) above and their Related Security in a form reasonably acceptable to Buyer (the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and"TRANSACTIONS RESOLUTIONS"). (viii) a duly executed data transfer agreementas of the Initial Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Initial Preferred Shares and issuance of the Initial Warrant Shares, an agreed upon number of shares of Common Stock. (bix) The parties hereto acknowledge that completion on the Initial Closing Date Company shall have delivered to Buyer a certified copy of the sale to Certificate of Incorporation as certified by the Mortgages Trustee Secretary of all State of the Seller's rightsState of Delaware, titles, interests and benefits in and to a good standing certificate for the Loans and their Related Security comprised in Company as certified by the Initial Portfolio subject to the terms and provisions Secretary of State of the Mortgages Trust Deed shall occur State of Delaware, each as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order a date within fifteen (15) days of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date. (x) the Company shall have delivered to Buyer a secretary's certificate, dated as of the Initial Closing Date, as to (A) the Transaction Resolutions, (B) resolutions of the Company's Board of Directors increasing the Ownership Limit to 9.225% (the "OWNERSHIP LIMIT RESOLUTIONS"), (C) the Certificate of Incorporation, (D) the By-Laws, with (A), (B) and (C) each as in effect at the Initial Closing, (E) the Limited Partnership Agreement of the Operating Partnership and all amendments thereto and (F) the incumbency signatures of those officers of the Company executing this Agreement or any document or instrument contemplated hereby. (xi) the Company shall have made all filings required to be made prior to closing under all applicable federal and state securities laws necessary to consummate the issuance of the Securities pursuant to this Agreement in compliance with such laws. (xii) the Company shall have delivered to Buyer such other documents relating to the transactions contemplated by this Agreement as Buyer or its counsel may reasonably request. (xiii) a certificate shall have been delivered to Buyer executed by Bayerische Hypo-Und Vereinsbank AG (the "BANK") in which the Bank (i) consents to the transactions contemplated hereby and by the other Transaction Documents, (ii) indicates that no Event of Default under the Loan Documents will be triggered as a result of the consummation of the transactions contemplated hereby and by the other Transaction Documents and (iii) indicates that, to the knowledge of the Bank, no Event of Default has occurred under the Loan Documents. (xiv) an Ownership Limit Waiver Agreement shall be been delivered to Buyer executed by the Company in the form attached hereto as EXHIBIT F. (xv) an amendment to the Limited Partnership Agreement of the Operating Partnership in the form of EXHIBIT G (the "PARTNERSHIP AGREEMENT AMENDMENT") shall have been duly adopted.

Initial Closing Date. (a) 3.1 A meeting has taken shall take place on the Initial Closing Date at the offices of ▇▇▇▇▇ Allen & ▇▇▇▇▇ Overy LLP, One New Change, London EC4M 9QQ or such offices ▇▇ ▇▇e parti▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered ▇▇▇r shall deliver to the Mortgages Security Trustee or its representative the following documents: (ia) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto5, duly executed by the Seller; (iib) a certified copy of each of the Insurance Acknowledgements; (c) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date MIG Policies from the Seller and a certified copy of a notice (the original of which shall be served by courier or by special delivery) of such assignment from the Seller to Carfax or such other insurer under the MIG Policies in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8Schedules 8 and 9 respectively of the Mortgage Sale Agreement dated 26th July 2000 and a certified copy of consent to assignment of the MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured under the MIG Policies following the assignment) from Carfax or such other insurers in such form as the Mortgages Trustee reasonably requires; (iiid) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a certified copy of the board minute minutes of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificateAgreement; (ive) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7Rights; (vf) a certified copy of the notice from the Seller to Carfax as to the proposed assignment of the MIG Policies; and (g) a solvency certificate from an authorised signatory of the Seller dated as at the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4Date. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection completion of the sale assignment in accordance with Clause 66.1, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was shall be paid the Initial Purchase Price by telegraphic transfer as follows: (a) the Initial Consideration shall be paid by Funding for and on behalf of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date; and (b) the Deferred Consideration (including any Postponed Deferred Consideration) shall be paid by Funding for and on behalf of the Mortgages Trustee quarterly on the Interest Payment Dates (provided there are available funds and after the making of any provisions in accordance with normal accounting practice) in accordance with the Funding Pre-Enforcement Revenue Priority of Payments or, as the case may be, the Funding Post-Enforcement Priority of Payments. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed), to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party making the disclosure and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection Act 1998.

Initial Closing Date. (a) A meeting has taken shall take place at 11.00 a.m. on the Initial Closing Date at the offices of Allen & Overy, One New Change, London EC4M 9QQ or such ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇r t▇▇▇ ▇r ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ at ▇▇ which the Seller delivered shall deliver to the Mortgages Funding 1 Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule SCHEDULE 5 hereto, duly executed by the Seller; (ii) a certified copy of each of the duly executed Insurance Acknowledgements; (iii) a certified copy of each of the duly executed Insurance Endorsements; (iv) a duly executed assignment of all applicable insurance contracts the Halifax Mortgage Re Limited MIG Policies to the extent that they relate to the Mortgages comprised in the Initial Portfolio from the Seller to the Mortgages Trustee and a certified copy of a notice (the original of which shall be served by the Seller by courier or by special delivery) of such assignment from the Seller to HBOS Insurance (PCC) Guernsey Limited dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8SCHEDULE 8 and SCHEDULE 9 hereto respectively and a certified copy of consent to assignment of the Halifax Mortgage Re Limited MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured in respect of the Initial Portfolio under the Halifax Mortgage Re Limited MIG Policies following such assignment) from HBOS Insurance (PCC) Guernsey Limited in such form as HBOS Insurance (PCC) Guernsey Limited reasonably requires; (iiiv) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (ivvi) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vvii) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rightsright, titlestitle, interests interest and benefits benefit in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause CLAUSE 3, provided that the matters described in Clause 6 CLAUSES 6.2, 6.3, 6.4 and Clause 7.4 6.5 shall not occur until the relevant time indicated in Clause CLAUSE 6 or, as applicable, Clause 7.4CLAUSE 7. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. The obligations of the Lenders in respect of the first Credit Event hereunder are subject to the following additional conditions precedent: (a) A meeting has taken place on The Agent and the Lenders shall have received the favorable written opinion(s) of (i) counsel for each of the Borrowers, the Guarantors and the Grantors, substantially in the forms of Exhibit B annexed hereto, dated the Initial Closing Date at Date, addressing such matters and from such jurisdictions as shall be requested by the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLPAgent (including, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇without limitation, ▇▇▇▇▇▇ ▇▇▇▇▇opinions from Alabama, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered Louisiana and Mississippi counsel to the Mortgages Trustee or Borrowers, opinions from counsel licensed in the relevant jurisdictions of incorporation of each of the Borrowers and the Guarantors and the Grantors), addressed to the Agent and the Lenders and satisfactory to the Agent, and (ii) counsel for the Target Company and its representative subsidiaries, dated the following documents:Initial Closing Date, addressing such matters as 70 shall be requested by the Agent, addressed to the Agent and the Lenders and satisfactory to the Agent. (b) The Agent and the Lenders shall have received (i) two originals a copy of the power certificate or articles of attorney incorporation or constitutive documents, in each case as amended to date, of each of the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as at of a recent date; (ii) a certificate of the Secretary of each of the Borrowers, Grantors and Guarantors, dated the Initial Closing Date and substantially certifying (A) that attached thereto is a true and complete copy of such person's By-laws as in effect on the form set out in Schedule 5 hereto, duly executed by date of such certificate and at all times since a date prior to the Seller; (ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date and in the form date of the Assignment of Insurance Contracts substantially resolution described in the form set out in Schedule 8; item (iiiB) below, (B) that attached thereto is a certificate true and complete copy of a duly authorised officer resolution adopted by such person's Board of Directors authorizing the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution execution, delivery and performance of this Agreement, the Servicing AgreementSecurity Documents, the Notes, the other Transaction Documents to which Loan Documents, the Seller is a party (in any capacity) Credit Events hereunder and all the consummation of the documentation to be entered into pursuant to this Agreement Related Transactions, as applicable, and confirming that the resolutions referred to therein are such resolution has not been modified, rescinded or amended and is in full force and effect and have effect, (C) that such person's certificate or articles of incorporation or constitutive documents has not been amended or rescinded as at since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as the Agent or any Lender may reasonably request. (c) The Agent shall have received a certificate, dated the Initial Closing Date and signed by the Financial Officer of each of the Borrowers, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Note, each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Agent shall have received the Security Documents, certificates evidencing the Pledged Stock (including, without limitation, the capital stock of Acquisition Corp. and the Tendered Securities (other than with respect to those Tendered Securities which are subject to guaranteed delivery procedures and which shall be subsequently delivered to the Agent)), together with undated stock powers executed in blank, each duly executed by the applicable Grantors, and each of the other documents, instruments, insurance policies and agreements requested by the Agent. (f) The Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of a UCC Reporter Service, listing all effective financing statements which name as debtor any Borrower, any Guarantor or any Grantor and which are filed in the appropriate offices in the States in which are located the chief executive office and other operating offices of such person or where Collateral is located, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements, and/or payoff letters which provide further assurances regarding the provision of termination statements, in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for the benefit of the Secured Parties a first priority perfected security interest in the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to each Borrower and each Grantor and Guarantor in the jurisdictions in which Uniform Commercial Code filings have been made against each Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above, and such results shall be satisfactory to the Agent. (i) The Lenders and the Agent shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within thirty (30) days of the Initial Closing Date) schedule of inventory designations of the Borrowers together with sales and other financial information requested by the Agent, in the form attached hereto as Exhibit J; (ii) evidence that, (A) immediately after giving effect to the consummation of the Related Transactions on a pro forma basis (including, without limitation, payment of the aggregate consideration payable to acquire 100% of the Target Stock on a fully diluted basis pursuant to the Tender Offer and the Merger) and after the payment of all anticipated fees, costs and expenses in connection with the Related Transactions, and with all trade payables aged in accordance with normal terms, the Borrowers will have Undrawn Availability plus cash on hand on the Initial Closing Date in an amount not less than $35,000,000, and (B) at all times prior to the consummation of the Merger, the Borrowers will have Undrawn Availability plus cash on hand in an amount 72 sufficient to acquire all shares of capital stock of the Target Company (except those Tendered Securities previously acquired by Jitney Jungle or Acquisition Corp.) and the Agent may reserve from the Undrawn Availability an amount solely for such purpose and not otherwise available to the Borrowers; (iii) copies of the Senior Subordinated Indenture and the Senior Subordinated Notes, each certified by a Responsible Officer of Jitney Jungle. The Senior Subordinated Notes shall be issued pursuant to terms and conditions satisfactory to the Agent and the Lenders in all respects, and the Agent and the Lenders shall have received evidence satisfactory to the Agent and the Lenders of the receipt by the Borrowers of gross cash proceeds of not less than $200,000,000 thereunder. The entire proceeds of the Senior Subordinated Notes shall be applied by Acquisition Corp. towards payment of the purchase price of the Tendered Securities and the consummation of the Related Transactions (other than the Merger) on the Initial Closing Date. The aggregate consideration payable under the Merger Agreement (including cash and all other consideration) paid by Acquisition Corp. in connection with the Related Transactions (other than the initial borrowings under the Commitment on the Initial Closing Date) shall not exceed $________; (iv) a duly executed assignment and assignation copy of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form a field examination of the Assignment books and records of Third Party Rights substantially in the form set out in Schedule 7Jitney Jungle and its subsidiaries; (v) a solvency certificate from an authorised signatory evidence of the Seller compliance by the Borrowers with Section 6.03 hereof; (vi) the financial statements described in Section 4.07 hereof, and with respect to the financial statements delivered pursuant to Section 4.07(c), a certificate dated the Initial Closing Date in a form acceptable signed by the Financial Officer of Jitney Jungle, to the Mortgages Trusteeeffect that such financial statements have been prepared by such Financial Officer in accordance with generally accepted accounting principles consistently applied, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security satisfactory in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable all respects to the Mortgages TrusteeAgent, Funding 1 and confirming that such statements are consistent with drafts thereof previously delivered to the Funding 1 Security Trustee (each acting reasonably)Agent; (vii) evidence that the Transactions and the Related Transactions are in compliance with all applicable laws and regulations; (viii) evidence of payment of all fees owed to the Agent and the Lenders by the Borrowers under this Agreement, the Commitment Letter, the Fee Letter or otherwise; (ix) the results of an environmental analysis with respect to the Target Company and its subsidiaries' properties and operations conducted by a Scottish Declaration firm satisfactory to the Agent and the Lenders, and the scope, methodology and results of Trust such environmental analysis shall be satisfactory to the Agent and the Lenders in respect all respects; (x) the results of surveys and appraisals of the Scottish Loans Target Company's and their its subsidiaries' machinery, equipment and real property (in any event complying with any applicable law, including, without limitation, FIRREA), conducted by a firm satisfactory to the Agent and the Lenders, and satisfactory to the Agent and the Lenders in all respects; (xi) copies of all major customer and supplier contracts with respect to the Target Company and its subsidiaries and each Borrower; (xii) evidence that all requisite third party consents and waivers (including, without limitation, consents from the holders of the Senior Notes) to the Transactions and the Related Security Transactions, have been received; (xiii) evidence that there has been no material adverse change in the Initial Portfolio business, assets, liabilities, properties, prospects, operations or financial or other condition of (i) (A) Jitney Jungle and its subsidiaries, taken as a whole, since May 3, 1997 or (B) the Target Company and its subsidiaries, taken as a whole, since March 29, 1997 or (ii) (A) Jitney Jungle and its subsidiaries, taken as a whole, or (B) the Target Company and its subsidiaries, taken as a whole, in each case, from that described in the form set out Pre-Commitment Information (as defined in Schedule 13 the Commitment Letter); (xiv) evidence that all of the Pre-Commitment Information (as defined in the Commitment Letter) shall be true and with the annexure thereto duly completedcorrect in all material aspects; and no development or change shall have occurred (A) which has resulted in or could reasonably be expected to result in a material adverse change in, duly executed by the Selleror material adverse deviation from, the Mortgages Trustee Pre-Commitment Information or (B) which has had or could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the business, assets, liabilities, properties, prospects, operations or financial condition of the Target Company and Funding 1its subsidiaries taken as a whole; (xv) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting the Target Company, any Borrower, any Guarantor, any Grantor, any of their respective subsidiaries, businesses, assets or rights, any of the Collateral, the Agent or any Lender (A) which could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the business, assets, liabilities, properties, prospects, operations or financial condition of the Target Company and its subsidiaries taken as a whole or which may materially impair the ability of any Borrower, any Grantor or any Guarantor to perform its obligations under any Loan Document to which it is a party or the rights and remedies of the Agent and the Lenders under this Agreement and the Security Documents or (B) which purport to adversely affect any of the Transactions or the Related Transactions; and (viiixvi) a duly executed data transfer agreement. evidence that (bA) The parties hereto acknowledge that completion on the Initial Closing Date of the sale immediately prior to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee Credit Events on the Initial Closing Date, the Target Indebtedness shall not exceed $16,225,000 and (B) there shall be no outstanding Indebtedness (other than Indebtedness outstanding hereunder and the Prior Indebtedness), or that such Indebtedness (other than Indebtedness outstanding hereunder and the Prior Indebtedness) shall be concurrently with the Credit Events on the Initial Closing Date, satisfied in full and that all Liens securing any obligations arising thereunder shall have been released. (j) The Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Target Company, Acquisition Corp., the Borrowers, the Grantors and the Guarantors and their respective subsidiaries to make copies thereof, and to conduct a pre-closing audit or perform other due diligence which shall include, without limitation, verification of payment of payroll taxes and accounts payable, formulation of an opening Borrowing Base and review of tax, environmental, employee benefit and labor issues, and the results of such examination, audit and due diligence shall have been reasonably satisfactory to the Agent and Lenders in all respects. None of the information submitted prior to the Initial Closing Date shall have been or become, taken together with all other such information submitted prior to the Initial Closing Date, false, incomplete or inaccurate in any material and adverse respect, and none of the conditions represented or indicated by BRS, Acquisition Corp., the Target Company, any Borrower or any of their respective subsidiaries to exist shall change in any material and adverse respect. (k) The Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) copies of all lease agreements entered into by the Target Company, any Borrower, any Guarantor, any Grantor and/or any of their respective subsidiaries; and (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of the Target Company, any Borrower, any Guarantor, any Grantor and/or any of their respective subsidiaries (including, without limitation, certified copies of any amendments to or consents under the Senior Indenture, together with all exhibits and schedules thereto, and all certificates, documents and opinions delivered in connection therewith) and of all other material agreements of any of them.

Initial Closing Date. (a) A meeting has taken place on The obligation of each New Buyer hereunder to purchase its Initial Notes and its related Initial Warrants at the Initial Closing Date and each Exchanging Buyer to exchange its Existing Notes for Exchange Notes is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (A) each of the Transaction Documents to which it is a party. (B) with respect to the New Buyers, (x) the Initial Notes (in such principal amounts as such New Buyer shall request) being purchased by such New Buyer at the offices Initial Closing pursuant to this Agreement, and (y) the Initial Warrants (in such amounts as such New Buyer shall request) being purchased by such New Buyer at the Initial Closing pursuant to this Agreement and (C) with respect to the Exchanging Buyers, the Exchange Notes (in such principal amounts as such Buyer shall request). (ii) Such Buyer shall have received the opinion of R▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ A▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇LPA, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller Company's counsel, dated as of the Initial Closing Date, in substantially the form of Exhibit H attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Mortgages Trustee or its representative Irrevocable Transfer Agent Instructions, in the following documents:form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iiv) two originals The Company shall have delivered to such Buyer a certified copy of the power Certificate of attorney Incorporation as certified by the Nevada Secretary of State within ten (10) days of the Initial Closing Date. (v) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Initial Closing Date, as to (I) the resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to such Buyer, (II) the Certificate of Incorporation of the Company and (III) the Bylaws of the Company, each as in effect at the Initial Closing. (vi) Each and every representation and warranty of the Company shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality or Material Adverse Effect which shall be true and correct in all respects) as of the date when made and as of the Initial Closing Date as though originally made at that time (except for representations and substantially warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the form set out in Schedule 5 heretocovenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, duly executed by the Seller;Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (iivii) The Company shall have delivered to such Buyer a duly executed assignment letter from the Company's transfer agent certifying the number of all applicable insurance contracts dated as at shares of Common Stock outstanding on the Initial Closing Date and in immediately prior to the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8;Initial Closing. (iiiviii) a certificate The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the board minute Initial Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Seller authorising its duly appointed representatives to agree Principal Market. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Portfolio Securities, including without limitation, those required by the Principal Market and authorising shall have obtained a complete and unconditional waiver from any Person with a right of participation, preemptive right or similar right with respect to any securities of the Company for the transactions contemplated hereby and for all future securities issuances by the Company or any of its Subsidiaries. (x) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority or other Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xi) Since the date of execution and performance of this Agreement, no event or series of events shall have occurred that has or reasonably could be expected to have a Material Adverse Effect. (xii) The Company shall have obtained approval of the Servicing AgreementPrincipal Market to list or designate for quotation (as the case may be) the Initial Conversion Shares, the other Transaction Documents to which Exchange Conversion Shares and the Seller is Initial Warrant Shares. (xiii) Such Buyer shall have received a party (in any capacity) and all letter on the letterhead of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completedCompany, duly executed by the SellerChief Executive Officer of the Company, setting forth the Mortgages Trustee and Funding 1; and (viii) a duly executed data wire transfer agreementinstructions of the Company. (bxiv) The parties hereto acknowledge that completion on transactions contemplated by each of the exchange agreements by and between each New Buyer and the Company dated as of the date hereof shall have been consummated concurrently with the Initial Closing Date Closing. (xv) In accordance with the terms of the sale Security Documents, the Company shall have delivered to the Mortgages Trustee Collateral Agent appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document. (xvi) Within two (2) Business Days prior to the Initial Closing, the Company shall have delivered or caused to be delivered to each Buyer (A) certified copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens (as defined in the Security Documents); and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Buyers. (xvii) The Collateral Agent and such Buyer shall be satisfied that the Collateral Agent has been granted, and holds, for the benefit of the Collateral Agent and such Buyer, a perfected, first priority Lien on, and security interest in, all of the Seller's rightsCollateral, titlessubject only to Permitted Liens. (xviii) Such New Buyer shall have received evidence of the cancellation or payment in full of all Indebtedness under the Existing Notes, interests together with (A) a termination and benefits in and release agreement with respect to the Loans Existing Notes and their Related Security comprised in all related documents, duly executed by the Initial Portfolio subject to the terms Company, its Subsidiaries and provisions each of the Mortgages Trust Deed shall occur as indicated Exchanging Buyers, in this Clause 3form and substance reasonably acceptable to such New Buyer, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection (B) UCC-3 termination statements for all UCC-1 financing statements filed by one or more Exchanging Buyers and covering any portion of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeCollateral. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. (a) A meeting has taken shall take place at 11 a.m. on the Initial Closing Date at the offices of ▇A▇▇▇▇ & ▇O▇▇▇▇ LLP, O▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ or such other time or offices as the parties may agree at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule SCHEDULE 5 hereto, duly executed by the Seller; (ii) a certified copy of each of the duly executed Insurance Acknowledgements; (iii) a certified copy of each of the duly executed Insurance Endorsements; (iv) a duly executed assignment of all applicable insurance contracts the Halifax Mortgage Re Limited MIG Policies to the extent that they relate to the Mortgages comprised in the Initial Portfolio from the Seller to the Mortgages Trustee and a certified copy of a notice (the original of which shall be served by the Seller by courier or by special delivery) of such assignment from the Seller to HBOS Insurance (PCC) Guernsey Limited dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8SCHEDULE 8 and SCHEDULE 9 hereto respectively and a certified copy of consent to assignment of the Halifax Mortgage Re Limited MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured in respect of the Initial Portfolio under the Halifax Mortgage Re Limited MIG Policies following such assignment) from HBOS Insurance (PCC) Guernsey Limited in such form as HBOS Insurance (PCC) Guernsey Limited reasonably requires; (iiiv) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (ivvi) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vvii) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rightsright, titlestitle, interests interest and benefits benefit in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause CLAUSE 3, provided that the matters described in Clause 6 CLAUSES 6.2, 6.3, 6.4 and Clause 7.4 6.5 shall not occur until the relevant time indicated in Clause CLAUSE 6 or, as applicable, Clause 7.4CLAUSE 7. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. (a) 3.1 A meeting has taken shall take place on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ or such offices as the parties may agree at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (ia) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto5, duly executed by the Seller; (iib) a certified copy of each of the Insurance Acknowledgements; (c) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date MIG Policies from the Seller and a certified copy of a notice (the original of which shall be served by courier or by special delivery) of such assignment from the Seller to Carfax or such other insurer under the MIG Policies in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8Schedules 8 and 9 respectively and a certified copy of consent to assignment of the MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured under the MIG Policies following the assignment) from Carfax or such other insurers in such form as the Mortgages Trustee reasonably requires; (iiid) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a certified copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificateAgreement; (ive) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7Rights; (vf) a certified copy of the notice from the Seller to Carfax as to the proposed assignment of the MIG Policies; and (g) a solvency certificate from an authorised signatory of the Seller dated as at the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4Date. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection completion of the sale assignment in accordance with Clause 66.1, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.13, the Seller was shall be paid the Initial Purchase Price of £2,505,373,309 by CHAPS telegraphic transfer as follows: (or as a) the Seller otherwise directed) Initial Consideration shall be paid by the Mortgages Trustee Funding on the Initial Closing Date; and (b) the Deferred Consideration (including any Postponed Deferred Consideration) shall be paid by Funding quarterly on the Interest Payment Dates (provided there are available funds and after the making of any provisions in accordance with normal accounting practice) in accordance with the Funding Pre-Enforcement Revenue Priority of Payments or, as the case may be, the Funding Post- Enforcement Priority of Payments. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed), to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party making the disclosure and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection ▇▇▇ ▇▇▇▇.

Initial Closing Date. (a) 3.1 A meeting has taken shall take place on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ LLP (formerly known as ▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇ LLP), One New Change, London EC4M 9QQ or such offices as the parties may agree at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (ia) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto5, duly executed by the Seller; (iib) a certified copy of each of the Insurance Acknowledgements (as defined in the Mortgage Sale Agreement dated 26 July 2000); (c) a duly executed assignment of all applicable insurance contracts the MIG Policies (as defined in the Mortgage Sale Agreement dated as at 26 July 2000) from the Initial Closing Date Seller and a certified copy of a notice (the original of which shall be served by courier or by special delivery) of such assignment from the Seller to Carfax or such other insurer under the MIG Policies in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8Schedules 8 and 9 respectively of the Mortgage Sale Agreement dated 26 July 2000 and a certified copy of consent to assignment of the MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured under the MIG Policies following the assignment) from Carfax or such other insurers in such form as the Mortgages Trustee reasonably requires; (iiid) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a certified copy of the board minute minutes of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificateAgreement; (ive) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7Rights; (vf) a certified copy of the notice from the Seller to Carfax as to the proposed assignment of the MIG Policies; and (g) a solvency certificate from an authorised signatory of the Seller dated as at the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4Date. 3.2 The Seller undertakes that that, from the Initial Closing Date until the perfection completion of the sale assignment in accordance with Clause 66.1, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was shall be paid the Initial Purchase Price by telegraphic transfer as follows: (a) the Initial Consideration shall be paid by Funding for and on behalf of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date; and (b) the Deferred Consideration (including any Postponed Deferred Consideration) shall be paid by Funding for and on behalf of the Mortgages Trustee quarterly on the Interest Payment Dates (provided there are available funds and after the making of any provisions in accordance with normal accounting practice) in accordance with the Funding Pre- Enforcement Revenue Priority of Payments or, as the case may be, the Funding Post- Enforcement Priority of Payments. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed) to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party making the disclosure and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that, prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection Act 1998.

Initial Closing Date. (a) A meeting has taken place on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered to the Mortgages Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreementagreement on the terms of the Standard Contractual Clauses (as defined in Clause 7.7). (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. (a) 3.1 A meeting has taken shall take place on the Initial Closing Date at the offices of Allen & Overy, One New Change, London EC4M 9QQ or such offices as the p▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇s ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ at which the Seller delivered ▇hall deliver to the Mortgages Funding Security Trustee or its representative the following documents: (ia) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto5, duly executed by the Seller; (iib) a certified copy of each of the Insurance Acknowledgements; (c) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date MIG Policies from the Seller and a certified copy of a notice (the original of which shall be served by courier or by special delivery) of such assignment from the Seller to Carfax or such other insurer under the MIG Policies in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8Schedules 9 and 10 respectively and a certified copy of consent to assignment of the MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured under the MIG Policies following the assignment) from Carfax or such other insurers in such form as the Mortgages Trustee reasonably requires; (iiid) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a certified copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificateAgreement; (ive) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vf) a solvency certificate from an authorised signatory of the Seller dated as at the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4Date. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection completion of the sale assignment in accordance with Clause 6CLAUSE 6.1, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses CLAUSES 2.2 and 3.13, the Seller was shall be paid the Initial Purchase Price of £2,505,373,309 by CHAPS telegraphic transfer as follows: (or as a) the Seller otherwise directed) Initial Consideration shall be paid by the Mortgages Trustee Funding on the Initial Closing Date; and (b) the Deferred Consideration (including any Postponed Deferred Consideration) shall be paid by Funding quarterly on the Interest Payment Dates (provided there are available funds and after the making of any provisions in accordance with normal accounting practice) in accordance with the Funding Pre-Enforcement Revenue Priority of Payments or, as the case may be, the Funding Post-Enforcement Priority of Payments. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding and the Funding Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding, the Funding Security Trustee and their authorised employees and agents and other persons nominated by the Funding Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed), to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party making the disclosure and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding or the Funding Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that prior to completion in accordance with CLAUSE 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Funding Security Trustee or their respective employees or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection Act 1998.

Initial Closing Date. (a) A meeting has taken place on The obligation of each Buyer hereunder to purchase the Initial Notes at the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered is subject to the Mortgages Trustee satisfaction, at or its representative before the Initial Closing Date, of each of the following documentsconditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) two originals The Company shall have executed and delivered to such Buyer each of the power of attorney dated Transaction Documents and the Initial Notes (in such principal amounts as such Buyer shall request) which are being purchased by such Buyer at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller;pursuant to this Agreement. (ii) a duly executed assignment Such Buyer shall have received the opinions of all applicable insurance contracts Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., the Company's outside counsel, dated as at of the Initial Closing Date and Date, in substantially the form of EXHIBIT D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of EXHIBIT C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate;Company's transfer agent. (iv) The Company shall have delivered to such Buyer a duly executed assignment certificate evidencing the formation and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form good standing of the Assignment Company and each of Third Party Rights substantially in the form set out in Schedule 7; its Subsidiaries (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROMother than Inksure Ltd.) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration such entity's jurisdiction of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed formation issued by the Seller, the Mortgages Trustee and Funding 1; and Secretary of State (viiior comparable office) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 orsuch jurisdiction, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order a date within 10 days of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date within 10 days of the Initial Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Initial Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Initial Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Initial Closing, in the form attached hereto as EXHIBIT E. (viii) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as EXHIBIT F. The representations and warranties contained herein shall be deemed to have been modified, as specified in the Representation Certificate (as defined below) and shall, as modified, be true and correct as of the Additional Closing Date. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Initial Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Initial Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Initial Closing Date, in writing by the SEC or the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Initial Closing Date. The closing of the purchase and sale of the Initial Shares and the Warrants contemplated hereby (athe "Initial Closing") A meeting has taken shall take place on such date and at such time as agreed to by the Companies and the Investors, but in no event later than fifteen (15) business days following the later of (i) the date of the Prison Realty Stockholder Approval, as defined in Section 5.1(c), and (ii) the satisfaction or waiver of all of the conditions set forth in Article V (the date of the Initial Closing is referred to herein as the "Initial Closing Date"). The parties hereto agree that it is their mutual intent for the Initial Closing Date to occur on or before April 15, 2000, subject to the satisfaction or waiver of the conditions set forth in Article V. The Initial Closing shall be held at the offices of Stok▇▇ & ▇art▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ .A., 424 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ the Initial Closing Date, or at which such other place as mutually agreed to by the Seller delivered to Companies and the Mortgages Trustee or its representative the following documents: (i) two originals Investors. Delivery of the power of attorney dated as Initial Shares to be purchased by each Investor pursuant to this Agreement shall be made at the Initial Closing Date and substantially by Prison Realty delivering to such Investor, against payment of the Initial Purchase Price therefor, one certificate representing the appropriate number of Initial Shares (registered in the form set out name of such Investor), unless at least three (3) business days prior to the Initial Closing Date such Investor shall have requested that Prison Realty deliver more than one certificate representing the appropriate number of Initial Shares, in Schedule 5 heretowhich event Prison Realty will deliver to such Investor the number of certificates so requested, duly executed by registered in the Seller; (ii) a duly executed assignment Investor's name. Delivery of all applicable insurance contracts dated as the Warrants to be issued to each Investor pursuant to this Agreement shall be made at the Initial Closing Date and in the form by Prison Realty delivering to such Investor, against payment of the Assignment Initial Purchase Price therefor, a Warrant representing the right to purchase the appropriate number of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate shares of a duly authorised officer Prison Realty Common Stock. Payment of the Seller dated as Initial Purchase Price for the Initial Shares and the Warrants to be purchased by each Investor hereunder shall be made or caused to be made by such Investor to Prison Realty at the Initial Closing Date attaching a copy by delivery by wire transfer of the board minute of the Seller authorising its duly appointed representatives immediately available funds equal to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price therefor. Execution and delivery of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Registration Rights Agreement shall be made at Initial Closing Dateby Prison Realty and the Investors.

Initial Closing Date. (a) A meeting has taken place As conditions precedent to the initial Transaction that occurred under the Existing Repurchase Agreement on or following the Initial Closing Date at Date, Buyer shall have received on or before the offices day of such initial Transaction the following: (i) each of the “Principal Agreements” (as such term is defined by the Existing Repurchase Agreement) duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver; (ii) an opinion of Original Seller’s and Guarantor’s counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s lien on, and perfected security interest in, the Purchased Assets, the Purchased Items, and the Custodial Accounts; a non-contravention with all applicable law, enforceability and corporate opinion with respect to Original Seller and Guarantor and the Principal Agreements; an opinion with respect to the inapplicability of the Investment Company Act of 1940 and the “▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ Rule” (Section 619 of the ▇▇▇▇ ▇▇▇▇▇▇▇ Wall Street Reform and Consumer Protection Act), ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered with respect to Original Seller; and a Bankruptcy Code opinion concerning applicability of Bankruptcy Code “securities contract” and “master netting agreement” safe harbors to the Mortgages Trustee or Principal Agreements, and the other matters set forth in Section 14.18, each in form and substance acceptable to Buyer in its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8reasonable discretion; (iii) a certificate Power of a Attorney each duly authorised officer of executed by Original Seller and Guarantor, as applicable, and notarized; it being agreed by the Seller dated as at Buyer that it shall not exercise the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into rights conferred pursuant to this Agreement and confirming such Power of Attorney unless an Event of Default has occurred that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificateis continuing; (iv) a duly executed assignment certified copy of (a) Original Seller’s certificate of formation and assignation operating agreement, (b) Guarantor’s certificate of rights against third parties comprised formation and operating agreement, (c) a certificate of good standing issued by the appropriate official in Original Seller’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Initial Portfolio dated as at the Initial Closing Date and in the form date of the Assignment of Third Party Rights substantially in the form set out in Schedule 7this Agreement; (v) a solvency certificate from an authorised signatory one or more certificates of Original Seller’s and Guarantor’s corporate secretary as to the incumbency and authenticity of the signatures of the officers of Original Seller dated and Guarantor executing the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 Principal Agreements and the Funding 1 Security Trustee resolutions of the board of directors of Original Seller and Guarantor (each acting reasonablyor their respective equivalent governing body or Person); (vi) an updatedindependently audited financial statements of Guarantor (and its Subsidiaries, complete and accurate list on a consolidated basis) for each of the Loans two (2) fiscal years most recently ended (if available), containing a balance sheet and their Related Security related statements of income, stockholders’ equity and cash flows, all prepared in the Initial Portfolio which may be provided in accordance with GAAP, applied on a document stored upon electronic media (includingbasis consistent with prior periods, but not limited to, a CD-ROM) in a form and otherwise acceptable to the Mortgages TrusteeBuyer, Funding 1 and the Funding 1 Security Trustee (each acting reasonably)together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer; (vii) interim financial statements of Guarantor (and its Subsidiaries, on a Scottish Declaration of Trust in respect consolidated basis) covering the period from the first day of the Scottish current fiscal year to the last day of the most recently ended financial quarter; (viii) copies of Guarantor’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Guarantor with Section 9.10; (ix) any other fees then due and owing under this Agreement and the Transactions Terms Letter; (x) a copy of the applicable Underwriting Guidelines for Mortgage Loans; (xi) the Upfront Fee and any other fees then due and owing under this Agreement and the Transactions Terms Letter; (xii) solely with respect to Dry Mortgage Loans and their Related Security in subject to the Initial Portfolio initial Transaction, an executed Trust Receipt from the Custodian relating to such Dry Mortgage Loans substantially in the form as set out forth in Schedule 13 the Custodial and with Disbursement Agreement. (xiii) Buyer shall have determined that it has received satisfactory evidence that the annexure thereto duly completedappropriate Uniform Commercial Code Financing Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- priority security interest in the Purchased Assets and related Purchased Items should any of the Transactions be deemed to be loans, and same shall have been duly executed by the and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations are required to perfect such first-priority security interest; (xiv) Buyer shall have determined that it has satisfactorily completed its due diligence review of Original Seller’s operations, the Mortgages Trustee business, financial condition and Funding 1underwriting and origination of Mortgage Loans; and (viiixv) a duly executed data transfer agreement. (b) The parties hereto acknowledge Guarantor and Seller shall have provided evidence, satisfactory to Buyer, that completion on the Initial Closing Date each of the sale to the Mortgages Trustee of Seller and Guarantor has all of the Seller's rights, titles, interests its Approvals and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that such Approvals are in its possession or under its control or held to its order to the order of the Mortgages Trusteegood standing. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. (a) A meeting has taken shall take place at 11.00 a.m. on the Initial Closing Date at the offices of Allen & Overy, One New Change, London EC4M 9QQ or ▇▇▇▇ oth▇▇ ▇▇me ▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ agree at which the Seller delivered shall deliver to the Mortgages Funding 1 Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 heretoof the Original Mortgage Sale Agreement, duly executed by the Seller; (ii) a certified copy of each of the duly executed Insurance Acknowledgements; (iii) a certified copy of each of the duly executed Insurance Endorsements; (iv) a duly executed assignment of all applicable insurance contracts the Halifax Mortgage Re Limited MIG Policies to the extent that they relate to the Mortgages comprised in the Initial Portfolio from the Seller to the Mortgages Trustee and a certified copy of a notice (the original of which shall be served by the Seller by courier or by special delivery) of such assignment from the Seller to HBOS Insurance (PCC) Guernsey Limited dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 88 and Schedule 9 of the Original Mortgage Sale Agreement respectively and a certified copy of consent to assignment of the Halifax Mortgage Re Limited MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured in respect of the Initial Portfolio under the Halifax Mortgage Re Limited MIG Policies following such assignment) from HBOS Insurance (PCC) Guernsey Limited in such form as HBOS Insurance (PCC) Guernsey Limited reasonably requires; (iiiv) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (ivvi) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vvii) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rightsright, titlestitle, interests interest and benefits benefit in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 Clauses 6.2, 6.3, 6.4 and Clause 7.4 6.5 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale assignment or assignation (as appropriate) in accordance with Clause 6Clauses 6.1, 6.2, 6.3, 6.4 and 6.5, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall otherwise direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.13, the Seller was shall be paid the Initial Purchase Price of £2,505,373,309 by CHAPS telegraphic transfer (or as the Seller otherwise directed) by the Mortgages Trustee Funding 1 on the Initial Closing Date. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding 1, the Funding 1 Security Trustee, and, on and after the Programme Date, Funding 2 and the Funding 2 Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee and/or Funding 1 and/or Funding 2 and/or the Funding 1 Security Trustee and/or the Funding 2 Security Trustee and their respective authorised employees and agents and other persons nominated by them and approved by the Seller (such approval not to be unreasonably withheld or delayed), to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party to whom such disclosure is made and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee and/or Funding 1 and/or Funding 2 and/or the Funding 1 Security Trustee and/or the Funding 2 Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or Funding 1 and/or Funding 2 and/or the Funding 1 Security Trustee and/or the Funding 2 Security Trustee or their respective employees and/or professional advisors or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection Act 1998.

Initial Closing Date. (a) A meeting has taken place on The obligation of each Buyer hereunder to purchase the Initial Notes and the related Initial Warrants at the Initial Closing Date is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Initial Notes (in such principal amounts as such Buyer shall request) and the related Initial Warrants (in such amounts as such Buyer shall request), in each case which are being purchased by such Buyer at the offices Initial Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of ▇(x) Mayer, Brown, ▇▇▇▇ & ▇▇▇▇▇ Maw LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇the Company’s counsel, ▇▇▇▇▇▇ ▇▇▇▇▇dated as of the Initial Closing Date, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which in form, scope and substance reasonably satisfactory to such Buyer and in substantially the Seller form of Exhibit H-1 attached hereto, and (y) the General Counsel to the Company, dated as of the Initial Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit H-2 attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Mortgages Trustee or its representative Irrevocable Transfer Agent Instructions, in the following documents:form of Exhibit G attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such corporation’s state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Initial Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State of Maryland as of a date within 10 days of the Initial Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within 10 days of the Initial Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Initial Closing Date, as to (i) two originals the resolutions consistent with Section 3(c) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer (the “Resolutions”), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Initial Closing, in the form attached hereto as Exhibit I. (viii) The representations and warranties of the power Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of attorney dated the date when made and as at of the Initial Closing Date as though made at that time (except for representations and substantially warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form set out in Schedule 5 hereto, duly executed by the Seller;attached hereto as Exhibit J. (iiix) The Company shall have delivered to such Buyer a duly executed assignment letter from the Company’s transfer agent certifying the number of all applicable insurance contracts dated shares of Common Stock outstanding as at of a date within five days of the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8;Date. (iiix) a certificate The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended by the SEC, as of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy Date, or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the board minute Initial Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Seller authorising its duly appointed representatives to agree Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Portfolio Initial Notes and authorising execution and performance of this Agreement, the Servicing Agreement, Initial Warrants. (xii) The Company shall have delivered to such Buyer such other documents relating to the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (xiii) The Voting Agreement shall have been executed and confirming that delivered to the resolutions referred to therein are Buyers by the parties thereto no later than February 11, 2004, and shall be in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. (a) A meeting has taken place on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered to the Mortgages Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto5, duly executed by the Seller; (ii) a duly executed assignment of all applicable insurance contracts the Insurance Contracts dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 77 (Assignment of Third Party Rights); (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 (Form of Scottish Declaration of Trust) and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreementData Transfer Agreement in the form set out in Schedule 18. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 (Completion of the Transfer of Loans) and Clause 7.4 (Undertakings) shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.47.4 (Undertakings). 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 66 (Completion of the Transfer of Loans), the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time)Policy. 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 (Sale and Purchase of Initial Portfolio) and 3.1, the Seller was shall be paid the Initial Purchase Price of £2,505,373,309 1,843,700,000 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. (a) A meeting has taken shall take place at 11 a.m. on the Initial Closing Date at the offices of ▇Allen & Overy, One New Change, London EC4M 9QQ or such o▇▇▇▇ & ▇▇▇tim▇ ▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇of▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ at ▇▇ which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule SCHEDULE 5 hereto, duly executed by the Seller; (ii) a certified copy of each of the duly executed Insurance Acknowledgements; (iii) a certified copy of each of the duly executed Insurance Endorsements; (iv) a duly executed assignment of all applicable insurance contracts the Halifax Mortgage Re Limited MIG Policies to the extent that they relate to the Mortgages comprised in the Initial Portfolio from the Seller to the Mortgages Trustee and a certified copy of a notice (the original of which shall be served by the Seller by courier or by special delivery) of such assignment from the Seller to HBOS Insurance (PCC) Guernsey Limited dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8SCHEDULES 8 and 9 hereto respectively and a certified copy of consent to assignment of the Halifax Mortgage Re Limited MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured in respect of the Initial Portfolio under the Halifax Mortgage Re Limited MIG Policies following such assignment) from HBOS Insurance (PCC) Guernsey Limited in such form as HBOS Insurance (PCC) Guernsey Limited reasonably requires; (iiiv) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (ivvi) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vvii) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale and assignment to the Mortgages Trustee of all of the Seller's rightsright, titlestitle, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4.interest and 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale assignment in accordance with Clause 6CLAUSES 6.2 and 6.3, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall otherwise direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses CLAUSES 2.2 and 3.13, the Seller was shall be paid the Initial Purchase Price of £2,505,373,309 by CHAPS telegraphic transfer (or as the Seller otherwise directed) by the Mortgages Trustee Funding 1 on the Initial Closing Date. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding 1 and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding 1, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed), to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party to whom such disclosure is made and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding 1 or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that prior to completion in accordance with CLAUSE 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees and/or professional advisors or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection Act 1998.

Initial Closing Date. (a) 3.1 A meeting has taken shall take place on the Initial Closing Date at the offices of Allen & Overy, One New Change, London EC4M 9QQ or such offices as the ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇es ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (ia) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto5, duly executed by the Seller; (iib) a certified copy of each of the Insurance Acknowledgements; (c) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date MIG Policies from the Seller and a certified copy of a notice (the original of which shall be served by courier or by special delivery) of such assignment from the Seller to Carfax or such other insurer under the MIG Policies in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8Schedules 8 and 9 respectively and a certified copy of consent to assignment of the MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured under the MIG Policies following the assignment) from Carfax or such other insurers in such form as the Mortgages Trustee reasonably requires; (iiid) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a certified copy of the board minute minutes of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificateAgreement; (ive) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7Rights; (vf) a certified copy of the notice from the Seller to Carfax as to the proposed assignment of the MIG Policies; and (g) a solvency certificate from an authorised signatory of the Seller dated as at the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4Date. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection completion of the sale assignment in accordance with Clause 66.1, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.13, the Seller was shall be paid the Initial Purchase Price of £2,505,373,309 by CHAPS telegraphic transfer as follows: (or as a) the Seller otherwise directed) Initial Consideration shall be paid by the Mortgages Trustee Funding on the Initial Closing Date; and (b) the Deferred Consideration (including any Postponed Deferred Consideration) shall be paid by Funding quarterly on the Interest Payment Dates (provided there are available funds and after the making of any provisions in accordance with normal accounting practice) in accordance with the Funding Pre-Enforcement Revenue Priority of Payments or, as the case may be, the Funding Post-Enforcement Priority of Payments. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed), to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party making the disclosure and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection Act 1998.

Initial Closing Date. (a) A meeting has taken place on The obligation of each Buyer hereunder to purchase the Notes and the related Warrants at the Initial Closing Date is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and, to the extent it is a party thereto, each of its Existing Subsidiaries, shall have duly executed and delivered to such Buyer: (A) the Initial Notes (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the offices Initial Closing pursuant to this Agreement, (B) the Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Initial Closing pursuant to this Agreement; and (C) each of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇the other Transaction Documents. (ii) Such Buyer shall have received the opinion of Osler, ▇▇▇▇▇▇ ▇▇▇▇▇& Harcourt LLP, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered to the Mortgages Trustee or its representative the following documents: (i) two originals of the power of attorney Company’s outside counsel, dated as at of the Initial Closing Date and Date, in substantially in the form set out in Schedule 5 of Exhibit E attached hereto, duly executed by the Seller;. (iiiii) The Company shall have delivered to such Buyer a duly executed assignment copy of all applicable insurance contracts dated as at the Initial Closing Date and Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate;Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a duly executed assignment certificate evidencing the formation and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form good standing of the Assignment Company in such entity’s jurisdiction of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed formation issued by the Seller, the Mortgages Trustee and Funding 1; and Secretary of State (viiior comparable office) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 orsuch jurisdiction, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order a date within 10 days of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by The Director, Canada Business Corporations Act, Industry Canada, within ten (10) days of the Initial Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Initial Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Initial Closing, in the form attached hereto as Exhibit F. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (viii) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Initial Closing Date. (ix) The Common Stock (i) shall be or listed on the Principal Market and (ii) shall not have been suspended, as of the Initial Closing Date, by the SEC, the CSA or the Principal Market from trading on the Principal Market nor shall suspension by the SEC, the CSA or the Principal Market have been threatened, as of the Initial Closing Date, either (A) in writing by the SEC, the CSA or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (x) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xi) There shall be no Indebtedness of the Company other than Indebtedness which is subordinate to the Notes. (xii) A pay-off letter in form and substance satisfactory to the Senior Agent from Canadian Imperial Bank of Commerce. (xiii) The approval of the Principal Market for the issuance of the Securities contemplated hereby and conditional listing of the Conversion Shares, Warrant Shares and Interest Shares shall have been obtained. (xiv) The approval of the board of directors of the Company for the issuance of the Securities contemplated hereby shall have been obtained. (xv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Initial Closing Date. The obligations of the Lenders in respect of the first Credit Event hereunder are subject to the following additional conditions precedent: (a) A meeting has taken place on The Agent and the Lenders shall have received the favorable written opinion(s) of (i) counsel for each of the Borrowers, the Guarantors and the Grantors, substantially in the forms of Exhibit B annexed hereto, dated the Initial Closing Date at Date, addressing such matters and from such jurisdictions as shall be requested by the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLPAgent (including, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇without limitation, ▇▇▇▇▇▇ ▇▇▇▇▇opinions from Alabama, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered Louisiana and Mississippi counsel to the Mortgages Trustee or Borrowers, opinions from counsel licensed in the relevant jurisdictions of incorporation of each of the Borrowers and the Guarantors and the Grantors), addressed to the Agent and the Lenders and satisfactory to the Agent, and (ii) counsel for the Target Company and its representative subsidiaries, dated the following documents:Initial Closing Date, addressing such matters as shall be requested by the Agent, addressed to the Agent and the Lenders and satisfactory to the Agent. (b) The Agent and the Lenders shall have received (i) two originals a copy of the power certificate or articles of attorney incorporation or constitutive documents, in each case as amended to date, of each of the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as at of a recent date; (ii) a certificate of the Secretary of each of the Borrowers, Grantors and Guarantors, dated the Initial Closing Date and substantially certifying (A) that attached thereto is a true and complete copy of such person's By-laws as in effect on the form set out in Schedule 5 hereto, duly executed by date of such certificate and at all times since a date prior to the Seller; (ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date and in the form date of the Assignment of Insurance Contracts substantially resolution described in the form set out in Schedule 8; item (iiiB) below, (B) that attached thereto is a certificate true and complete copy of a duly authorised officer resolution adopted by such person's Board of Directors authorizing the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution execution, delivery and performance of this Agreement, the Servicing AgreementSecurity Documents, the Notes, the other Transaction Documents to which Loan Documents, the Seller is a party (in any capacity) Credit Events hereunder and all the consummation of the documentation to be entered into pursuant to this Agreement Related Transactions, as applicable, and confirming that the resolutions referred to therein are such resolution has not been modified, rescinded or amended and is in full force and effect and have effect, (C) that such person's certificate or articles of incorporation or constitutive documents has not been amended or rescinded as at since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as the Agent or any Lender may reasonably request. (c) The Agent shall have received a certificate, dated the Initial Closing Date and signed by the Financial Officer of each of the Borrowers, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Note, each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Agent shall have received the Security Documents (other than the Partnership Pledge Agreement), certificates evidencing the Pledged Stock (including, without limitation, the capital stock of Acquisition Corp. and the Tendered Securities (other than with respect to those Tendered Securities which are subject to guaranteed delivery procedures and which shall be subsequently delivered to the Agent)), together with undated stock powers executed in blank, each duly executed by the applicable Grantors, and each of the other documents, instruments, insurance policies and agreements requested by the Agent. (f) The Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of a UCC Reporter Service, listing all effective financing statements which name as debtor any Borrower, any Guarantor or any Grantor and which are filed in the appropriate offices in the States in which are located the chief executive office and other operating offices of such person or where Collateral is located, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements, and/or payoff letters which provide further assurances regarding the provision of termination statements, in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for the benefit of the Secured Parties a first priority perfected security interest in the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to each Borrower and each Grantor and Guarantor in the jurisdictions in which Uniform Commercial Code filings have been made against each Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above, and such results shall be satisfactory to the Agent. (i) The Lenders and the Agent shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within thirty (30) days of the Initial Closing Date) schedule of inventory designations of the Borrowers together with sales and other financial information requested by the Agent, in the form attached hereto as Exhibit J; (ii) evidence that, (A) immediately after giving effect to the consummation of the Related Transactions on a pro forma basis (including, without limitation, payment of the aggregate consideration payable to acquire 100% of the Target Stock on a fully diluted basis pursuant to the Tender Offer and the Merger) and after the payment of all anticipated fees, costs and expenses in connection with the Related Transactions, and with all trade payables aged in accordance with normal terms, the Borrowers will have Undrawn Availability plus cash on hand on the Initial Closing Date in an amount not less than $35,000,000, and (B) at all times prior to the consummation of the Merger, the Borrowers will have Undrawn Availability plus cash on hand in an amount sufficient to acquire all shares of capital stock of the Target Company (except those Tendered Securities previously acquired by Jitney Jungle or Acquisition Corp.) and the Agent may reserve from the Undrawn Availability an amount solely for such purpose and not otherwise available to the Borrowers; (iii) copies of the Senior Subordinated Indenture and the Senior Subordinated Notes, each certified by a Responsible Officer of Jitney Jungle. The Senior Subordinated Notes shall be issued pursuant to terms and conditions satisfactory to the Agent and the Lenders in all respects, and the Agent and the Lenders shall have received evidence satisfactory to the Agent and the Lenders of the receipt by the Borrowers of gross cash proceeds of not less than $200,000,000 thereunder. The entire proceeds of the Senior Subordinated Notes shall be applied by Acquisition Corp. towards payment of the purchase price of the Tendered Securities and the consummation of the Related Transactions (other than the Merger) on the Initial Closing Date. The aggregate consideration payable under the Merger Agreement (including cash and all other consideration) paid by Acquisition Corp. in connection with the Related Transactions (other than the initial borrowings under the Commitment on the Initial Closing Date) shall not exceed $24,500,000; (iv) a duly executed assignment and assignation copy of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form a field examination of the Assignment books and records of Third Party Rights substantially in the form set out in Schedule 7Jitney Jungle and its subsidiaries; (v) a solvency certificate from an authorised signatory evidence of the Seller compliance by the Borrowers with Section 6.03 hereof; (vi) the financial statements described in Section 4.07 hereof, and with respect to the financial statements delivered pursuant to Section 4.07(c), a certificate dated the Initial Closing Date in a form acceptable signed by the Financial Officer of Jitney Jungle, to the Mortgages Trusteeeffect that such financial statements have been prepared by such Financial Officer in accordance with generally accepted accounting principles consistently applied, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security satisfactory in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable all respects to the Mortgages TrusteeAgent, Funding 1 and confirming that such statements are consistent with drafts thereof previously delivered to the Funding 1 Security Trustee (each acting reasonably)Agent; (vii) evidence that the Transactions and the Related Transactions are in compliance with all applicable laws and regulations; (viii) evidence of payment of all fees owed to the Agent and the Lenders by the Borrowers under this Agreement, the Commitment Letter, the Fee Letter or otherwise; (ix) the results of an environmental analysis with respect to the Target Company and its subsidiaries' properties and operations conducted by a Scottish Declaration firm satisfactory to the Agent and the Lenders, and the scope, methodology and results of Trust such environmental analysis shall be satisfactory to the Agent and the Lenders in respect all respects; (x) the results of surveys and appraisals of the Scottish Loans Target Company's and their its subsidiaries' machinery, equipment and real property (in any event complying with any applicable law, including, without limitation, FIRREA), conducted by a firm satisfactory to the Agent and the Lenders, and satisfactory to the Agent and the Lenders in all respects; (xi) copies of all major customer and supplier contracts with respect to the Target Company and its subsidiaries and each Borrower; (xii) evidence that all requisite third party consents and waivers (including, without limitation, consents from the holders of the Senior Notes) to the Transactions and the Related Security Transactions, have been received; (xiii) evidence that there has been no material adverse change in the Initial Portfolio business, assets, liabilities, properties, prospects, operations or financial or other condition of (i) (A) Jitney Jungle and its subsidiaries, taken as a whole, since May 3, 1997 or (B) the Target Company and its subsidiaries, taken as a whole, since March 29, 1997 or (ii) (A) Jitney Jungle and its subsidiaries, taken as a whole, or (B) the Target Company and its subsidiaries, taken as a whole, in each case, from that described in the form set out Pre-Commitment Information (as defined in Schedule 13 the Commitment Letter); (xiv) evidence that all of the Pre-Commitment Information (as defined in the Commitment Letter) shall be true and with the annexure thereto duly completedcorrect in all material aspects; and no development or change shall have occurred (A) which has resulted in or could reasonably be expected to result in a material adverse change in, duly executed by the Selleror material adverse deviation from, the Mortgages Trustee Pre-Commitment Information or (B) which has had or could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the business, assets, liabilities, properties, prospects, operations or financial condition of the Target Company and Funding 1its subsidiaries taken as a whole; (xv) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting the Target Company, any Borrower, any Guarantor, any Grantor, any of their respective subsidiaries, businesses, assets or rights, any of the Collateral, the Agent or any Lender (A) which could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the business, assets, liabilities, properties, prospects, operations or financial condition of the Target Company and its subsidiaries taken as a whole or which may materially impair the ability of any Borrower, any Grantor or any Guarantor to perform its obligations under any Loan Document to which it is a party or the rights and remedies of the Agent and the Lenders under this Agreement and the Security Documents or (B) which purport to adversely affect any of the Transactions or the Related Transactions; and (viiixvi) a duly executed data transfer agreement. evidence that (bA) The parties hereto acknowledge that completion on the Initial Closing Date of the sale immediately prior to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee Credit Events on the Initial Closing Date, the Target Indebtedness shall not exceed $16,225,000 and (B) there shall be no outstanding Indebtedness (other than Indebtedness outstanding hereunder and the Prior Indebtedness), or that such Indebtedness (other than Indebtedness outstanding hereunder and the Prior Indebtedness) shall be concurrently with the Credit Events on the Initial Closing Date, satisfied in full and that all Liens securing any obligations arising thereunder shall have been released. (j) The Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Target Company, Acquisition Corp., the Borrowers, the Grantors and the Guarantors and their respective subsidiaries to make copies thereof, and to conduct a pre-closing audit or perform other due diligence which shall include, without limitation, verification of payment of payroll taxes and accounts payable, formulation of an opening Borrowing Base and review of tax, environmental, employee benefit and labor issues, and the results of such examination, audit and due diligence shall have been reasonably satisfactory to the Agent and Lenders in all respects. None of the information submitted prior to the Initial Closing Date shall have been or become, taken together with all other such information submitted prior to the Initial Closing Date, false, incomplete or inaccurate in any material and adverse respect, and none of the conditions represented or indicated by BRS, Acquisition Corp., the Target Company, any Borrower or any of their respective subsidiaries to exist shall change in any material and adverse respect. (k) The Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) copies of all lease agreements entered into by the Target Company, any Borrower, any Guarantor, any Grantor and/or any of their respective subsidiaries; and (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of the Target Company, any Borrower, any Guarantor, any Grantor and/or any of their respective subsidiaries (including, without limitation, certified copies of any amendments to or consents under the Senior Indenture, together with all exhibits and schedules thereto, and all certificates, documents and opinions delivered in connection therewith) and of all other material agreements of any of them.

Initial Closing Date. (a) A meeting has taken shall take place at 11 a.m. on the Initial Closing Date at the offices of Allen & Overy LLP, One New Change, London EC4M 9Q▇ ▇▇ suc▇ ▇▇▇er tim▇ ▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ agree at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at a the Initial Closing Date and substantially in the form set out in Schedule SCHEDULE 5 hereto, duly executed by the Seller; (ii) a certified copy of each of the duly executed Insurance Acknowledgements; (iii) a certified copy of each of the duly executed Insurance Endorsements; (iv) a duly executed assignment of all applicable insurance contracts the Halifax Mortgage Re Limited MIG Policies to the extent that they relate to the Mortgages comprised in the Initial Portfolio from the Seller to the Mortgages Trustee and a certified copy of a notice (the original of which shall be served by the Seller by courier or by special delivery) of such assignment from the Seller to HBOS Insurance (PCC) Guernsey Limited dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8SCHEDULE 8 and SCHEDULE 9 hereto respectively and a certified copy of consent to assignment of the Halifax Mortgage Re Limited MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured in respect of the Initial Portfolio under the Halifax Mortgage Re Limited MIG Policies following such assignment) from HBOS Insurance (PCC) Guernsey Limited in such form as HBOS Insurance (PCC) Guernsey Limited reasonably requires; (iiiv) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (ivvi) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vvii) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rightsright, titlestitle, interests interest and benefits benefit in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause CLAUSE 3, provided that the matters described in Clause 6 CLAUSES 6.2, 6.3, 6.4 and Clause 7.4 6.5 shall not occur until the relevant time indicated in Clause CLAUSE 6 or, as applicable, Clause 7.4CLAUSE 7. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. (a) A meeting has taken shall take place at 11 a.m. on the Initial Closing Date at the offices of ▇Allen & Overy LLP, One New Change, London EC4M 9QQ or such o▇▇▇▇ & ▇▇▇tim▇ ▇▇ LLP, office▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ at which ▇▇ ▇hich the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule SCHEDULE 5 hereto, duly executed by the Seller; (ii) a certified copy of each of the duly executed Insurance Acknowledgements; (iii) a certified copy of each of the duly executed Insurance Endorsements; (iv) a duly executed assignment of all applicable insurance contracts the Halifax Mortgage Re Limited MIG Policies to the extent that they relate to the Mortgages comprised in the Initial Portfolio from the Seller to the Mortgages Trustee and a certified copy of a notice (the original of which shall be served by the Seller by courier or by special delivery) of such assignment from the Seller to HBOS Insurance (PCC) Guernsey Limited dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8SCHEDULE 8 and hereto respectively and a certified copy of consent to assignment of the Halifax Mortgage Re Limited MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured in respect of the Initial Portfolio under the Halifax Mortgage Re Limited MIG Policies following such assignment) from HBOS Insurance (PCC) Guernsey Limited in such form as HBOS Insurance (PCC) Guernsey Limited reasonably requires; (iiiv) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (ivvi) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vvii) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rightsright, titlestitle, interests interest and benefits benefit in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause CLAUSE 3, provided that the matters described in Clause 6 CLAUSES 6.2, 6.3, 6.4 and Clause 7.4 6.5 shall not occur until the relevant time indicated in Clause CLAUSE 6 or, as applicable, Clause 7.4CLAUSE 7. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. (a) A meeting has taken shall take place at 11 a.m. on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ or such other time or offices as the parties may agree at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a certified copy of each of the duly executed Insurance Acknowledgements; (iii) a certified copy of each of the duly executed Insurance Endorsements; (iv) a duly executed assignment of all applicable insurance contracts the Halifax Mortgage Re Limited MIG Policies to the extent that they relate to the Mortgages comprised in the Initial Portfolio from the Seller to the Mortgages Trustee and a certified copy of a notice (the original of which shall be served by the Seller by courier or by special delivery) of such assignment from the Seller to HBOS Insurance (PCC) Guernsey Limited dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 88 and Schedule 9 hereto respectively and a certified copy of consent to assignment of the Halifax Mortgage Re Limited MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured in respect of the Initial Portfolio under the Halifax Mortgage Re Limited MIG Policies following such assignment) from HBOS Insurance (PCC) Guernsey Limited in such form as HBOS Insurance (PCC) Guernsey Limited reasonably requires; (iiiv) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (ivvi) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vvii) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rightsright, titlestitle, interests interest and benefits benefit in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 Clauses 6.2, 6.3, 6.4 and Clause 7.4 6.5 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale assignment or assignation (as appropriate) in accordance with Clause 6Clauses 6.2, 6.3, 6.4 and 6.5, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall otherwise direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.13, the Seller was shall be paid the Initial Purchase Price of £2,505,373,309 by CHAPS telegraphic transfer (or as the Seller otherwise directed) by the Mortgages Trustee Funding 1 on the Initial Closing Date. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding 1 and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding 1, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed), to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party to whom such disclosure is made and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding 1 or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees and/or professional advisors or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection ▇▇▇ ▇▇▇▇.

Initial Closing Date. (a) A meeting has taken shall take place at 11 a.m. on the Initial Closing Date at the offices of Allen & Overy, One New Change, London EC4M 9QQ or suc▇ ▇▇▇er ▇▇▇▇ & or ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇ee at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a certified copy of each of the duly executed Insurance Acknowledgements; (iii) a certified copy of each of the duly executed Insurance Endorsements; (iv) a duly executed assignment of all applicable insurance contracts the Halifax Mortgage Re Limited MIG Policies to the extent that they relate to the Mortgages comprised in the Initial Portfolio from the Seller to the Mortgages Trustee and a certified copy of a notice (the original of which shall be served by the Seller by courier or by special delivery) of such assignment from the Seller to HBOS Insurance (PCC) Guernsey Limited dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 88 and Schedule 9 hereto respectively and a certified copy of consent to assignment of the Halifax Mortgage Re Limited MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured in respect of the Initial Portfolio under the Halifax Mortgage Re Limited MIG Policies following such assignment) from HBOS Insurance (PCC) Guernsey Limited in such form as HBOS Insurance (PCC) Guernsey Limited reasonably requires; (iiiv) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (ivvi) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vvii) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale and assignment to the Mortgages Trustee of all of the Seller's rightsright, titlestitle, interests interest and benefits benefit in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided 3 Provided that the matters described in Clause 6 Clauses 6.2 and Clause 7.4 6.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale assignment in accordance with Clause 6Clauses 6.2 and 6.3, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall otherwise direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.13, the Seller was shall be paid the Initial Purchase Price of £2,505,373,309 by CHAPS telegraphic transfer (or as the Seller otherwise directed) by the Mortgages Trustee Funding 1 on the Initial Closing Date. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding 1 and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding 1, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed), to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party to whom such disclosure is made and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding 1 or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees and/or professional advisors or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection Act 1998.

Initial Closing Date. (a) 3.1 A meeting has taken shall take place on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ or such offices as the parties may agree at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (ia) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto5, duly executed by the Seller; (iib) a certified copy of each of the Insurance Acknowledgements; (c) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date MIG Policies from the Seller and a certified copy of a notice (the original of which shall be served by courier or by special delivery) of such assignment from the Seller to Carfax or such other insurer under the MIG Policies in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8Schedules 8 and 9 respectively of the Mortgage Sale Agreement dated 26 July 2000 and a certified copy of consent to assignment of the MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured under the MIG Policies following the assignment) from Carfax or such other insurers in such form as the Mortgages Trustee reasonably requires; (iiid) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a certified copy of the board minute minutes of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificateAgreement; (ive) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7Rights; (vf) a certified copy of the notice from the Seller to Carfax as to the proposed assignment of the MIG Policies; and (g) a solvency certificate from an authorised signatory of the Seller dated as at the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4Date. 3.2 The Seller undertakes that that, from the Initial Closing Date until the perfection completion of the sale assignment in accordance with Clause 66.1, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was shall be paid the Initial Purchase Price by telegraphic transfer as follows: (a) the Initial Consideration shall be paid by Funding for and on behalf of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date; and (b) the Deferred Consideration (including any Postponed Deferred Consideration) shall be paid by Funding for and on behalf of the Mortgages Trustee quarterly on the Interest Payment Dates (provided there are available funds and after the making of any provisions in accordance with normal accounting practice) in accordance with the Funding Pre- Enforcement Revenue Priority of Payments or, as the case may be, the Funding Post- Enforcement Priority of Payments. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed) to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party making the disclosure and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that, prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection ▇▇▇ ▇▇▇▇.

Initial Closing Date. (a) 3.1 A meeting has taken shall take place on the Initial Closing Date at the offices of ▇▇Allen & Overy, One New Change, London EC4M 9QQ or such offices a▇ ▇▇▇ & ▇▇art▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered ▇▇er shall deliver to the Mortgages Security Trustee or its representative the following documents: (ia) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto5, duly executed by the Seller; (iib) a certified copy of each of the Insurance Acknowledgements; (c) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date MIG Policies from the Seller and a certified copy of a notice (the original of which shall be served by courier or by special delivery) of such assignment from the Seller to Carfax or such other insurer under the MIG Policies in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8Schedules 8 and 9 respectively and a certified copy of consent to assignment of the MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured under the MIG Policies following the assignment) from Carfax or such other insurers in such form as the Mortgages Trustee reasonably requires; (iiid) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a certified copy of the board minute minutes of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificateAgreement; (ive) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7Rights; (vf) a certified copy of the notice from the Seller to Carfax as to the proposed assignment of the MIG Policies; and (g) a solvency certificate from an authorised signatory of the Seller dated as at the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4Date. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection completion of the sale assignment in accordance with Clause 66.1, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.13, the Seller was shall be paid the Initial Purchase Price of £2,505,373,309 by CHAPS telegraphic transfer as follows: (or as a) the Seller otherwise directed) Initial Consideration shall be paid by the Mortgages Trustee Funding on the Initial Closing Date; and (b) the Deferred Consideration (including any Postponed Deferred Consideration) shall be paid by Funding quarterly on the Interest Payment Dates (provided there are available funds and after the making of any provisions in accordance with normal accounting practice) in accordance with the Funding Pre-Enforcement Revenue Priority of Payments or, as the case may be, the Funding Post-Enforcement Priority of Payments. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed), to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party making the disclosure and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection Act 1998.

Initial Closing Date. (a) 3.1 A meeting has taken shall take place on the Initial Closing Date at the offices of ▇A▇▇▇▇ & O▇▇▇▇▇ LLP, O▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ or such offices as the parties may agree at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (ia) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto5, duly executed by the Seller; (iib) a certified copy of each of the Insurance Acknowledgements; (c) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date MIG Policies from the Seller and a certified copy of a notice (the original of which shall be served by courier or by special delivery) of such assignment from the Seller to Carfax or such other insurer under the MIG Policies in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8Schedules 8 and 9 respectively and a certified copy of consent to assignment of the MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured under the MIG Policies following the assignment) from Carfax or such other insurers in such form as the Mortgages Trustee reasonably requires; (iiid) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a certified copy of the board minute minutes of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificateAgreement; (ive) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7Rights; (vf) a certified copy of the notice from the Seller to Carfax as to the proposed assignment of the MIG Policies; and (g) a solvency certificate from an authorised signatory of the Seller dated as at the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4Date. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection completion of the sale assignment in accordance with Clause 66.1, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.13, the Seller was shall be paid the Initial Purchase Price of £2,505,373,309 by CHAPS telegraphic transfer as follows: (or as a) the Seller otherwise directed) Initial Consideration shall be paid by the Mortgages Trustee Funding on the Initial Closing Date; and (b) the Deferred Consideration (including any Postponed Deferred Consideration) shall be paid by Funding quarterly on the Interest Payment Dates (provided there are available funds and after the making of any provisions in accordance with normal accounting practice) in accordance with the Funding Pre-Enforcement Revenue Priority of Payments or, as the case may be, the Funding Post-Enforcement Priority of Payments. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed), to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party making the disclosure and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection A▇▇ ▇▇▇▇.

Initial Closing Date. (a) A meeting has taken place on The obligation of each Buyer hereunder to purchase the Initial Notes and the related Warrants at the Initial Closing Date is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have executed and delivered to such Buyer (A) each of the Transaction Documents, (B) the Initial Notes (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the offices Closing pursuant to this Agreement, and (C) the Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Initial Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered to the Mortgages Trustee or its representative the following documents: (i) two originals of the power of attorney Company's outside counsel, dated as at of the Initial Closing Date and Date, in substantially in the form set out of Exhibit F attached hereto and a letter stating that the Company is in Schedule 5 hereto, duly executed by the Seller;good standing with its attorneys. (iiiii) The Company shall have delivered to such Buyer a duly executed assignment true copy of all applicable insurance contracts dated as at the Initial Closing Date and Irrevocable Transfer Agent Instructions, in the form of Exhibit G attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate;Company's transfer agent. (iv) The Company shall have delivered to such Buyer a duly executed assignment true copy of certificate evidencing the formation and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form good standing of the Assignment Company and each of Third Party Rights substantially its Subsidiaries in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory such entity's jurisdiction of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed formation issued by the Seller, the Mortgages Trustee and Funding 1; and Secretary of State (viiior comparable office) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 orsuch jurisdiction, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order a date within 10 days of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date. (v) The Company shall have delivered to such Buyer a true copy of certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date within 10 days of the Initial Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Initial Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Chief Executive Officer of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit H . (viii) The representations and warranties of the Company shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality or Material Adverse Effect which shall be true and correct in all respects) as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Initial Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Initial Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Initial Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) Within six (6) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer (A) true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens (as defined in the Security Documents); and (B) a perfection opinion in form and substance satisfactory to the Buyers. (xiii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (xiv) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s certified public accountant as to its ability to provide all consents required in order to file a registration statement in connection with this transaction and that the Company is in good standing with its auditors.

Initial Closing Date. (a) A meeting has taken shall take place at 11 a.m. on the Initial Closing Date at the offices of ▇▇Allen & Overy LLP, One New Change, London EC4M 9QQ or s▇▇▇ & ▇▇▇▇▇ LLP, ▇the▇ ▇▇▇▇ ▇▇▇▇▇▇, e or o▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule SCHEDULE 5 hereto, duly executed by the Seller; (ii) a certified copy of each of the duly executed Insurance Acknowledgements; (iii) a certified copy of each of the duly executed Insurance Endorsements; (iv) a duly executed assignment of all applicable insurance contracts the Halifax Mortgage Re Limited MIG Policies to the extent that they relate to the Mortgages comprised in the Initial Portfolio from the Seller to the Mortgages Trustee and a certified copy of a notice (the original of which shall be served by the Seller by courier or by special delivery) of such assignment from the Seller to HBOS Insurance (PCC) Guernsey Limited dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8SCHEDULE 8 and SCHEDULE 10 hereto respectively and a certified copy of consent to assignment of the Halifax Mortgage Re Limited MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured in respect of the Initial Portfolio under the Halifax Mortgage Re Limited MIG Policies following such assignment) from HBOS Insurance (PCC) Guernsey Limited in such form as HBOS Insurance (PCC) Guernsey Limited reasonably requires; (iiiv) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (ivvi) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vvii) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rightsright, titlestitle, interests interest and benefits benefit in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause CLAUSE 3, provided that the matters described in Clause 6 CLAUSES 6.2, 6.3, 6.4 and Clause 7.4 6.5 shall not occur until the relevant time indicated in Clause CLAUSE 6 or, as applicable, Clause 7.4CLAUSE 7. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. (a) 3.1 A meeting has taken shall take place on the Initial Closing Date at the offices of ▇A▇▇▇▇ & O▇▇▇▇▇ LLP, O▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ or such offices as the parties may agree at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (ia) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto5, duly executed by the Seller; (iib) a certified copy of each of the Insurance Acknowledgements; (c) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date MIG Policies from the Seller and a certified copy of a notice (the original of which shall be served by courier or by special delivery) of such assignment from the Seller to Carfax or such other insurer under the MIG Policies in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8Schedules 8 and 9 respectively of the Mortgage Sale Agreement dated 26th July 2000 and a certified copy of consent to assignment of the MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured under the MIG Policies following the assignment) from Carfax or such other insurers in such form as the Mortgages Trustee reasonably requires; (iiid) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a certified copy of the board minute minutes of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificateAgreement; (ive) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7Rights; (vf) a certified copy of the notice from the Seller to Carfax as to the proposed assignment of the MIG Policies; and (g) a solvency certificate from an authorised signatory of the Seller dated as at the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4Date. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection completion of the sale assignment in accordance with Clause 66.1, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was shall be paid the Initial Purchase Price of £2,505,373,309 by CHAPS telegraphic transfer as follows: (or as a) the Seller otherwise directed) Initial Consideration shall be paid by the Mortgages Trustee Funding on the Initial Closing Date; and (b) the Deferred Consideration (including any Postponed Deferred Consideration) shall be paid by Funding quarterly on the Interest Payment Dates (provided there are available funds and after the making of any provisions in accordance with normal accounting practice) in accordance with the Funding Pre-Enforcement Revenue Priority of Payments or, as the case may be, the Funding Post-Enforcement Priority of Payments. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed), to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party making the disclosure and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection A▇▇ ▇▇▇▇.

Initial Closing Date. The obligation of each Buyer hereunder to purchase its Initial Note and Initial Warrants at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) A meeting has taken place The Company shall have duly executed and delivered to such Buyer: (A) the Initial Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers (Initial Closing)) and (B) Initial Warrant (for such aggregate number of Initial Warrant Shares as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers (Initial Closing)), in each case, which are being purchased by such Buyer at the Initial Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Holland & Knight LLP, the Company’s counsel, dated as of the Initial Closing Date, in the form previously provided to the Company. (iii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Initial Closing Date. (iv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Initial Closing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Initial Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, in the form previously provided to the Company, executed by the Secretary of the Company and dated as of the Initial Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Initial Closing. (vii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Initial Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (viii) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered immediately prior to the Mortgages Trustee Initial Closing. (ix) The Common Stock (I) shall be designated for quotation or its representative listed on the following documents:Principal Market and (II) shall not have been suspended, as of the Initial Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, except as disclosed in the SEC Documents, as of the Initial Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market. (x) From the date hereof to the Initial Closing Date, (i) two originals trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the power Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Initial Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of attorney dated as hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing Date Closing (xi) The Company shall have obtained all governmental, regulatory or third party consents and substantially in approvals, if any, necessary for the form set out in Schedule 5 heretosale of the Securities, duly executed including without limitation, those required by the Seller;Principal Market, provided that the Company agrees that the listing of additional share application in connection with the Conversion Shares and Warrant Shares be filed as soon as practicable. (iixii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiii) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a duly executed assignment Material Adverse Effect. (xiv) The Initial Registration Statement shall be effective and available for the issuance and sale of all applicable insurance contracts dated as at the Initial Closing Date Notes, Initial Conversion Shares, Initial Warrants and Initial Warrant Shares hereunder and the Company shall have delivered to such Buyer the related Prospectus (and Prospectus Supplement, if applicable) as required thereunder. (xv) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of the Assignment of Insurance Contracts substantially Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed writing by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreementTransfer Agent. (bxvi) The parties hereto acknowledge that completion on the Initial Closing Date of the sale Company shall have delivered to the Mortgages Trustee of all of the Seller's rightssuch Buyer such other documents, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files instruments or certificates relating to the Portfolio that are in transactions contemplated by this Agreement as such Buyer or its possession or under its control or held to its order to the order of the Mortgages Trusteecounsel may reasonably request. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. (a) A meeting has taken shall take place at 11.00 a.m. on the Initial Closing Date at the offices of ▇▇Allen & Overy, One ▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇Cha▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ e or offices as the parties may agree at which the Seller delivered shall deliver to the Mortgages Funding 1 Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 heretoof the Original Mortgage Sale Agreement , duly executed by the Seller; (ii) a certified copy of each of the duly executed Insurance Acknowledgements; (iii) a certified copy of each of the duly executed Insurance Endorsements; (iv) a duly executed assignment of all applicable insurance contracts the Halifax Mortgage Re Limited MIG Policies to the extent that they relate to the Mortgages comprised in the Initial Portfolio from the Seller to the Mortgages Trustee and a certified copy of a notice (the original of which shall be served by the Seller by courier or by special delivery) of such assignment from the Seller to HBOS Insurance (PCC) Guernsey Limited dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 88 and Schedule 9 of the Original Mortgage Sale Agreement respectively and a certified copy of consent to assignment of the Halifax Mortgage Re Limited MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured in respect of the Initial Portfolio under the Halifax Mortgage Re Limited MIG Policies following such assignment) from HBOS Insurance (PCC) Guernsey Limited in such form as HBOS Insurance (PCC) Guernsey Limited reasonably requires; (iiiv) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (ivvi) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vvii) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rightsright, titlestitle, interests interest and benefits benefit in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 Clauses 6.2, 6.3, 6.4 and Clause 7.4 6.5 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale assignment or assignation (as appropriate) in accordance with Clause 6Clauses 6.1, 6.2, 6.3, 6.4 and 6.5, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall otherwise direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.13, the Seller was shall be paid the Initial Purchase Price of £2,505,373,309 by CHAPS telegraphic transfer (or as the Seller otherwise directed) by the Mortgages Trustee Funding 1 on the Initial Closing Date. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding 1, the Funding 1 Security Trustee, and, on and after the Programme Date, Funding 2 and the Funding 2 Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee and/or Funding 1 and/or Funding 2 and/or the Funding 1 Security Trustee and/or the Funding 2 Security Trustee and their respective authorised employees and agents and other persons nominated by them and approved by the Seller (such approval not to be unreasonably withheld or delayed), to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party to whom such disclosure is made and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee and/or Funding 1 and/or Funding 2 and/or the Funding 1 Security Trustee and/or the Funding 2 Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or Funding 1 and/or Funding 2 and/or the Funding 1 Security Trustee and/or the Funding 2 Security Trustee or their respective employees and/or professional advisors or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection Act 1998.

Initial Closing Date. (a) A meeting has taken place on The obligation of each Initial Buyer hereunder to purchase the Initial Notes at the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered is subject to the Mortgages Trustee satisfaction, at or its representative before the Initial Closing Date, of each of the following documentsconditions, provided that these conditions are for each Initial Buyer's sole benefit and may be waived by such Initial Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) two originals The Company shall have executed and delivered to such Initial Buyer (i) each of the power Transaction Documents and (ii) the Initial Notes (for the account of attorney dated such Initial Buyer as such Initial Buyer shall instruct) being purchased by such Initial Buyer at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller;pursuant to this Agreement. (ii) a duly executed assignment Such Initial Buyer shall have received the opinion of all applicable insurance contracts Proskauer Rose LLP, the Company's outside counsel, dated as at of the Initial Closing Date and Date, in substantially the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8;Exhibit D attached hereto. (iii) The Company shall have delivered to such Initial Buyer a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of Delaware, as of a duly authorised officer date within ten (10) days of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date. (iv) The Company shall have delivered to such Initial Buyer a certificate evidencing the Company's qualification as a foreign entity and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Initial Closing Date. (v) The Company shall have delivered to such Initial Buyer a certified copy of the Certificate of Limited Partnership as certified by the Secretary of State of the State of Delaware within ten (10) days of the Initial Closing Date. (vi) The Company shall have delivered to such Initial Buyer a certificate, executed by the Secretary of the general partner of the Company and dated as of the Initial Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's general partner in a form reasonably acceptable to such Initial Buyer, (ii) the Certificate of Limited Partnership and (iii) the Limited Partnership Agreement, each as in effect at the Initial Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Initial Buyer shall have received a certificate, executed by the President of the general partner of the Company, dated as of the Initial Closing Date, to the foregoing effect in the form attached hereto as Exhibit F. (viii) The Company shall have delivered to such Initial Buyer a letter from the Company's transfer agent certifying the number of Units outstanding as of a date within five (5) days of the Initial Closing Date. (ix) The Units (i) shall be designated for quotation or listed on the Principal Market and (ii) shall not have been suspended, as of the Initial Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Initial Closing Date, either (1) in writing by the SEC or the Principal Market or (2) by falling below the minimum listing maintenance requirements of the Principal Market. (x) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xi) The Notes shall have been approved for trading on PORTAL, subject only to notice of issuance at or prior to the time of purchase. (xii) The Company shall have delivered to such Initial Buyer lock-up agreements with each of the Company's executive officers and directors who own equity in the Company in substantially the form attached hereto as Exhibit G.

Initial Closing Date. (a) A meeting has taken place on The obligation of each Buyer hereunder to purchase its Initial Note and Warrants at the Initial Closing Date is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer: (A) the Initial Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers (Initial Closing)), (B) Series A Warrants (for such aggregate number of Warrant Shares as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers (Initial Closing)), (C) Series B Warrants (for such aggregate number of Warrant Shares as is set forth across from such Buyer’s name in column (5) of the Schedule of Buyers (Initial Closing)) and (D) Series C Warrants (for such aggregate number of Warrant Shares as is set forth across from such Buyer’s name in column (6) of the Schedule of Buyers (Initial Closing)), in each case, which are being purchased by such Buyer at the offices Initial Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Cozen ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ’▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇the Company’s counsel, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at dated as of the Initial Closing Date, in the form previously provided to the Company. (iii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company, TerraSphere, Inc. and Converted Organics of California, LLC in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Initial Closing Date. (iv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Seller Company conducts business and is required to so qualify, as of a date within ten (10) days of the Initial Closing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Mortgages Trustee or its representative Articles of Incorporation as certified by the following documents:Secretary of State of the State of Delaware within ten (10) days of the Initial Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, in the form previously provided to the Company, executed by the Secretary of the Company and dated as of the Initial Closing Date, as to (i) two originals the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Initial Closing. (vii) Each and every representation and warranty of the power Company shall be true and correct as of attorney dated the date when made and as at of the Initial Closing Date as though originally made at that time (except for representations and substantially warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; andsuch Buyer. (viii) The Company shall have delivered to such Buyer a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Initial Closing Date immediately prior to the Initial Closing. (ix) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the sale to Initial Closing Date, by the Mortgages Trustee of all SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, except as disclosed in the SEC Documents, as of the Seller's rightsInitial Closing Date, titles, interests and benefits either (A) in and to writing by the Loans and their Related Security comprised in SEC or the Initial Portfolio subject to Principal Market or (B) by falling below the terms and provisions minimum maintenance requirements of the Mortgages Trust Deed Principal Market. (x) The Company shall occur as indicated in this Clause 3have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, provided that the matters described Company agrees that the listing of additional share application in Clause 6 connection with the Conversion Shares and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, Warrant Shares be filed as applicable, Clause 7.4soon as practicable. 3.2 The Seller undertakes (xi) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that from prohibits the Initial Closing Date until the perfection consummation of any of the sale transactions contemplated by the Transaction Documents. (xii) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in accordance with Clause 6a Material Adverse Effect. (xiii) The Company shall have delivered to such Buyer such other documents, the Seller shall hold the Title Deeds and Customer Files instruments or certificates relating to the Portfolio that are in transactions contemplated by this Agreement as such Buyer or its possession or under its control or held to its order to the order of the Mortgages Trusteecounsel may reasonably request. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. (a) A meeting has taken shall take place at 11 a.m. on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ or such other time or offices as the parties may agree at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a certified copy of each of the duly executed Insurance Acknowledgements; (iii) acertified copy of each of the duly executed Insurance Endorsements; (iv) a duly executed assignment of all applicable insurance contracts the Halifax Mortgage Re Limited MIG Policies to the extent that they relate to the Mortgages comprised in the Initial Portfolio from the Seller to the Mortgages Trustee and a certified copy of a notice (the original of which shall be served by the Seller by courier or by special delivery) of such assignment from the Seller to HBOS Insurance (PCC) Guernsey Limited dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 88 and Schedule 9 hereto respectively and a certified copy of consent to assignment of the Halifax Mortgage Re Limited MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured in respect of the Initial Portfolio under the Halifax Mortgage Re Limited MIG Policies following such assignment) from HBOS Insurance (PCC) Guernsey Limited in such form as HBOS Insurance (PCC) Guernsey Limited reasonably requires; (iiiv) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (ivvi) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vvii) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rightsright, titlestitle, interests interest and benefits benefit in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided CLAUSE 3 Provided that the matters described in Clause 6 CLAUSES 6.2, 6.3, 6.4 and Clause 7.4 6.5 shall not occur until the relevant time indicated in Clause CLAUSE 6 or, as applicable, Clause 7.4CLAUSE 7. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. (a) A meeting has taken place on The obligation of each Buyer hereunder to purchase the Initial Notes and the related Initial Warrants at the Initial Closing Date is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Initial Notes (in such principal amounts as such Buyer shall request) and the related Initial Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the offices Initial Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinions of Milbank, Tweed, Hadley & McCloy LLP, the Company's outside counsel, and Brian O'Donog▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ he ▇▇▇▇▇▇y's General Counsel, each dated as of the ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which Date, in substantially the Seller form of Exhibits H-1 and H-2 attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Mortgages Trustee or its representative Irrevocable Transfer Agent Instructions, in the following documents:form of Exhibit G attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation, to the extent required by Section 3(a), as of a date within 10 days of the Initial Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State of the State of New York as of a date within 10 days of the Initial Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within 10 days of the Initial Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Initial Closing Date, as to (i) two originals the resolutions consistent with Section 3(b) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer (the "RESOLUTIONS"), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Initial Closing, in the form attached hereto as Exhibit I. (viii) The representations and warranties of the power Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of attorney dated the date when made and as at of the Initial Closing Date as though made at that time (except for representations and substantially warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form set out in Schedule 5 hereto, duly executed by the Seller;attached hereto as Exhibit J. (iiix) The Company shall have delivered to such Buyer a duly executed assignment letter from the Company's transfer agent certifying the number of all applicable insurance contracts dated shares of Common Stock outstanding as at of a date within five days of the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8;Date. (iiix) a certificate The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and Date, either (A) in writing by the form SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreementPrincipal Market. (bxi) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of Company shall have obtained all of the Seller's rightsgovernmental, titlesregulatory or third party consents and approvals, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3if any, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after necessary for the sale of the Initial Portfolio on Notes and the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time)Warrants. 3.4 Subject (xii) The Company shall have delivered to fulfilment of such Buyer such other documents relating to the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 transactions contemplated by CHAPS transfer (this Agreement as such Buyer or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Dateits counsel may reasonably request.

Initial Closing Date. (a) 3.1 A meeting has taken shall take place on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇One New Change, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ London EC4M 9QQ or such offices as the parties may agree at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (ia) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto5, duly executed by the Seller; (iib) a certified copy of each of the Insurance Acknowledgements (as defined in the Mortgage Sale Agreement dated 26 July 2000); (c) a duly executed assignment of all applicable insurance contracts the MIG Policies (as defined in the Mortgage Sale Agreement dated as at 26 July 2000) from the Initial Closing Date Seller and a certified copy of a notice (the original of which shall be served by courier or by special delivery) of such assignment from the Seller to Carfax or such other insurer under the MIG Policies in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8Schedules 8 and 9 respectively of the Mortgage Sale Agreement dated 26 July 2000 and a certified copy of consent to assignment of the MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured under the MIG Policies following the assignment) from Carfax or such other insurers in such form as the Mortgages Trustee reasonably requires; (iiid) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a certified copy of the board minute minutes of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificateAgreement; (ive) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7Rights; (vf) a certified copy of the notice from the Seller to Carfax as to the proposed assignment of the MIG Policies; and (g) a solvency certificate from an authorised signatory of the Seller dated as at the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4Date. 3.2 The Seller undertakes that that, from the Initial Closing Date until the perfection completion of the sale assignment in accordance with Clause 66.1, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages TrusteeTrustee or as the Mortgages Trustee shall direct. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was shall be paid the Initial Purchase Price by telegraphic transfer as follows: (a) the Initial Consideration shall be paid by Funding for and on behalf of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date; and (b) the Deferred Consideration (including any Postponed Deferred Consideration) shall be paid by Funding for and on behalf of the Mortgages Trustee quarterly on the Interest Payment Dates (provided there are available funds and after the making of any provisions in accordance with normal accounting practice) in accordance with the Funding Pre- Enforcement Revenue Priority of Payments or, as the case may be, the Funding Post- Enforcement Priority of Payments. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed) to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party making the disclosure and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that, prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection Act 1998.

Initial Closing Date. The obligation of Buyers hereunder to purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyers and may be waived by a Buyer, with respect to it, at any time in its sole discretion: (ai) A meeting has taken place The Company shall have executed each of the Transaction Documents, and delivered the same to Buyers. (ii) The Certificate of Amendment, shall have been filed with the Secretary of State of the State of New York, and a copy thereof certified by such Secretary of State shall have been delivered to Buyers. (iii) The Common Stock shall be authorized for quotation on AMEX or the NYSE, or The Nasdaq Stock Market and shall not have been suspended from trading on or delisted from such markets nor shall delisting or suspension by such markets have been threatened in writing. (iv) The representations and warranties of the Company contained herein shall be true and correct as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which are true as of that date) and the offices Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents or Certificate of Amendment to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect, which also shall include an update as of the Initial Closing Date regarding the representation contained in Section 3(c) above. (v) Buyer shall have received the opinion of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇ & ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered to the Mortgages Trustee or its representative the following documents: (i) two originals of the power of attorney LLP, dated as at of the Initial Closing Date and Date, in substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably);Exhibit V attached hereto. (vi) an updated, complete The Company shall have executed and accurate list of shall deliver to Buyers the Loans and their Related Security in Stock Certificates for the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 Preferred Shares and the Funding 1 Security Trustee (each acting reasonably);Warrants being purchased by Buyers at the Initial Closing. (vii) The Company shall have delivered to Buyers a Scottish Declaration of Trust in respect certificate evidencing the incorporation and good standing of the Scottish Loans and their Related Security Company in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed its state of incorporation issued by the Seller, the Mortgages Trustee and Funding 1; and (viii) Secretary of State of such state of incorporation as of a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date date within ten days of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date. (viii) The Company shall have delivered to Buyers a secretary’s certificate certifying as to (A) the Resolutions, (B) the Certificate of Incorporation, (C) By-laws and (D) the number of shares of Common Stock outstanding as of a date within five (5) days of the Initial Closing, each as in effect at the Initial Closing Date. (ix) The Buyers shall have purchased an aggregate of 582.887593 shares of Series C Preferred Stock from the previous holder of such stock.

Initial Closing Date. (a) A meeting has taken place on The obligation of each Buyer hereunder to purchase the Initial Common Shares and the related Initial Warrants at the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered is subject to the Mortgages Trustee satisfaction, at or its representative before the Initial Closing Date, of each of the following documentsconditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) two originals The Company shall have executed and delivered to such Buyer each of the power of attorney dated Transaction Documents and shall have undertaken to deliver, within three (3) Business Days following the Initial Closing Date (A) certificates for the Initial Common Shares (in such denominations as such Buyer shall request) being purchased by such Buyer at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that (B) the resolutions referred to therein are related Initial Warrants (in full force and effect and have not been amended or rescinded such amounts as such Buyer shall request) being purchased by such Buyer at the date Initial Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Cooley Godward LLP, the Company's counsel, dated as of the certificate;Initial ▇▇▇▇ing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit D attached hereto. (iii) The Company shall have executed and delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto. (iv) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (v) The Company shall have delivered to such Buyer a duly certificate, executed assignment by the Secretary of the Company and assignation dated as of rights against third parties comprised the Initial Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer (the "Resolutions"), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Initial Closing, in the Initial Portfolio dated form attached hereto as at Exhibit E. (vi) The representations and warranties of the Company shall be true and correct in all material respects (except for representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and in the form warranties that speak as of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (va specific date) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee Company shall have performed, satisfied and complied in all material respects (each acting reasonably); (viexcept for covenants, agreements and conditions that are qualified by materiality, which shall be complied with in all respects) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completedcovenants, duly executed agreements and conditions required by the SellerTransaction Documents to be performed, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance satisfied or complied with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation Company at or prior to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date. (vii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Initial Closing Date. (a) A meeting has taken shall take place at 11.00 a.m. on the Initial Closing Date at the offices of ▇Allen & Overy LLP, One New Change, London EC4M 9QQ or ▇▇▇▇ & ▇▇▇▇▇ LLP, oth▇▇ ▇▇me or ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ at ▇▇ which the Seller delivered shall deliver to the Mortgages Funding 1 Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule SCHEDULE 5 hereto, duly executed by the Seller; (ii) a certified copy of each of the duly executed Insurance Acknowledgements; (iii) a certified copy of each of the duly executed Insurance Endorsements; (iv) a duly executed assignment of all applicable insurance contracts the Halifax Mortgage Re Limited MIG Policies to the extent that they relate to the Mortgages comprised in the Initial Portfolio from the Seller to the Mortgages Trustee and a certified copy of a notice (the original of which shall be served by the Seller by courier or by special delivery) of such assignment from the Seller to HBOS Insurance (PCC) Guernsey Limited dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8SCHEDULE 8 and SCHEDULE 10 hereto respectively and a certified copy of consent to assignment of the Halifax Mortgage Re Limited MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured in respect of the Initial Portfolio under the Halifax Mortgage Re Limited MIG Policies following such assignment) from HBOS Insurance (PCC) Guernsey Limited in such form as HBOS Insurance (PCC) Guernsey Limited reasonably requires; (iiiv) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (ivvi) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vvii) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rightsright, titlestitle, interests interest and benefits benefit in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause CLAUSE 3, provided that the matters described in Clause 6 CLAUSES 6.2, 6.3, 6.4 and Clause 7.4 6.5 shall not occur until the relevant time indicated in Clause CLAUSE 6 or, as applicable, Clause 7.4CLAUSE 7. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

Initial Closing Date. (a) A meeting has taken shall take place at 11 a.m. on the Initial Closing Date at the offices of ▇A▇▇▇▇ & O▇▇▇▇▇ LLP, O▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ or such other time or offices as the parties may agree at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a certified copy of each of the duly executed Insurance Acknowledgements; (iii) a certified copy of each of the duly executed Insurance Endorsements; (iv) a duly executed assignment of all applicable insurance contracts the Halifax Mortgage Re Limited MIG Policies to the extent that they relate to the Mortgages comprised in the Initial Portfolio from the Seller to the Mortgages Trustee and a certified copy of a notice (the original of which shall be served by the Seller by courier or by special delivery) of such assignment from the Seller to HBOS Insurance (PCC) Guernsey Limited dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 88 and Schedule 9 hereto respectively and a certified copy of consent to assignment of the Halifax Mortgage Re Limited MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured in respect of the Initial Portfolio under the Halifax Mortgage Re Limited MIG Policies following such assignment) from HBOS Insurance (PCC) Guernsey Limited in such form as HBOS Insurance (PCC) Guernsey Limited reasonably requires; (iiiv) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (ivvi) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vvii) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale and assignment to the Mortgages Trustee of all of the Seller's rightsright, titlestitle, interests interest and benefits benefit in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided CLAUSE 3 Provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.the

Initial Closing Date. (a) A meeting has taken shall take place at 11 a.m. on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ or such other time or offices as the parties may agree at which the Seller delivered shall deliver to the Mortgages Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule SCHEDULE 5 hereto, duly executed by the Seller; (ii) a certified copy of each of the duly executed Insurance Acknowledgements; (iii) a certified copy of each of the duly executed Insurance Endorsements; (iv) a duly executed assignment of all applicable insurance contracts the Halifax Mortgage Re Limited MIG Policies to the extent that they relate to the Mortgages comprised in the Initial Portfolio from the Seller to the Mortgages Trustee and a certified copy of a notice (the original of which shall be served by the Seller by courier or by special delivery) of such assignment from the Seller to HBOS Insurance (PCC) Guernsey Limited dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form (mutatis mutandis) set out in Schedule 8SCHEDULE 8 and SCHEDULE 9 hereto respectively and a certified copy of consent to assignment of the Halifax Mortgage Re Limited MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured in respect of the Initial Portfolio under the Halifax Mortgage Re Limited MIG Policies following such assignment) from HBOS Insurance (PCC) Guernsey Limited in such form as HBOS Insurance (PCC) Guernsey Limited reasonably requires; (iiiv) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (ivvi) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;Rights; and (vvii) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rightsright, titlestitle, interests interest and benefits benefit in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause CLAUSE 3, provided that the matters described in Clause 6 CLAUSES 6.2, 6.3, 6.4 and Clause 7.4 6.5 shall not occur until the relevant time indicated in Clause CLAUSE 6 or, as applicable, Clause 7.4CLAUSE 7. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.