Common use of Purchase Price Clause in Contracts

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time.

Purchase Price. Such purchase The purchase, sale and sale assumption pursuant to this Section 10.28 shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Administrative Agent, Priority Revolving Loan Credit Agreement (providedAgent, the Priority Revolving Lenders and exercising Closing Date Term Loan Purchasers Lenders of an Assignment and Assumption; provided that if all conditions of this Section are met other than the execution of such Assignment and Assumption by the Priority Revolving Lenders or the Priority Revolving Agent, and the exercising Closing Date Term Loan Lenders shall not have so executed such Assignment and Assumption, such assignment shall nevertheless be required valid and shall have deemed to take promissory notes evidencing their respective interests in the Revolving Loan Obligations)be effectuated. Upon the date of such purchase and sale sale, (or date thereafter, as applicable), i) the applicable exercising Closing Date Term Loan Purchasers shall: (a) Lenders shall pay or provide to the Priority Revolving Agent for the benefit of the Priority Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all 100% of the Revolving Loan Obligations then outstanding and unpaid (including Subject Obligations, including, without limitation, principal, interest accrued and unpaid interest, unpaid feesthereon, and expensesany fees accrued and unpaid thereon, including reasonable attorneys’ fees to the extent earned or due and expenses, in each case payable in accordance with the Loan Documents and irrespective of whether allowed or allowable in connection with any insolvency proceeding, (ii) any unreimbursed Obligations in respect of Letters of Credit owing to the Priority Revolving Lenders, to the extent relating to and incurred in reliance on the Subject Obligations (which in the case of contingent reimbursement obligations in respect of the undrawn portion of any such Letter of Credit, shall be Cash Collateralized by the exercising Closing Date Term Loan Financing DocumentsLenders; it being agreed by the parties hereto that the Priority Revolving Agent and Issuing Bank shall (x) but excluding be entitled to apply such Cash Collateral solely to reimburse any drawings on such Letters of Credit issued by the Issuing Bank or in respect of fees and costs chargeable under the Loan Documents in respect thereof for which the selling Priority Revolving Lenders remain liable in respect of funding participation therein and (y) all promptly return any unapplied portion of such obligations for which Required Cash Collateral is to be provided the Priority Revolving Agent for the benefit of the Closing Date Term Loan Lenders at such time as (1) the Letter of Credit issued by it have been returned for cancellation, have expired, or otherwise have been terminated and (z2) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation all Obligations with respect to such fee Letters of Credit have been paid in full) and (iii) the exercising Closing Date Term Loan Lenders shall be to deliver such fee to the Revolving Agent pay all expenses to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory owing to the Priority Revolving Agent) Lenders in accordance with the Revolving Loan Creditors Documents in respect of indemnification obligations of Obligors under connection with the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan PurchaserSubject Obligations. Such purchase price and cash collateral Cash Collateral shall be remitted by wire transfer of immediately available funds to such bank the Priority Revolving Agent in accordance with this Agreement, solely for the account of the selling Priority Revolving Agent as the Lenders and shall be immediately distributed to such selling Priority Revolving Agent may designate Lenders in writing to the applicable Term Loan Purchasers for such purposeaccordance with their respective ratable shares. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Closing Date Term Loan Purchasers to the bank account designated Lenders are received by the Priority Revolving Agent are received in such bank account on or prior to 1:00 p.m. New York2:00 p.m., New York time City time, and interest and fees shall be calculated to and including such Business Day if the amounts so paid by the applicable Closing Date Term Loan Purchasers to the bank account designated Lenders are received by the Priority Revolving Agent are received in such bank account later than 1:00 p.m. New York2:00 p.m., New York City time.

Purchase Price. Such purchase The purchase, sale and sale assumption pursuant to this Section 12.24 shall be made by execution and delivery by the applicable Secured Creditors Administrative Agent, Revolving Lenders and exercising Term Lenders of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations)an Assignment and Acceptance. Upon the date of such purchase and sale sale, (or date thereafter, as applicable), i) the applicable exercising Term Loan Purchasers shall: (a) Lenders shall pay or provide to the Administrative Agent for the Obligations with respect to the Revolving Loans and Swingline Advances owing to the Revolving Lenders and the Revolving Agent, including principal, interest accrued and unpaid thereon, and any fees accrued and unpaid thereon, to the extent earned or due and payable in accordance with the Credit Documents and irrespective of whether allowed or allowable in connection with any bankruptcy or insolvency proceeding, (ii) any contingent indemnification Obligations in respect of asserted indemnity claims payable to the Revolving Lenders or their respective Affiliates (which, in the case of contingent Obligations in respect thereof, shall be satisfied by providing the Administrative Agent cash collateral in an amount equal to 100% of such obligations; it being agreed by the parties hereto that the Administrative Agent shall (A) be entitled to apply such cash collateral solely to satisfy such obligations owing to the selling Revolving Lenders and their respective Affiliates and (B) promptly return any unapplied portion of such cash collateral to the Collateral Agent for the benefit of the Revolving Loan Term Lenders at such time as all such Obligations have been paid in full) and (iii) all expenses to the purchase price therefor the sum of (i) the full amount of all of extent owing to the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case Lenders in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors Documents shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, been paid in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaserfull. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank the Collateral Agent in accordance with Section 2.08, solely for the account of the selling Revolving Agent as the Revolving Agent may designate Lenders and shall be immediately distributed to such selling Lenders in writing to the applicable Term Loan Purchasers for such purposeaccordance with their respective ratable shares. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated Lenders are received by the Revolving Administrative Agent are received in such bank account prior to 1:00 2:00 p.m. New York, (New York time time) and interest and fees shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent Lenders are received in such bank account by Administrative Agent later than 1:00 2:00 p.m. New York, (New York time). If, within 12 months after the consummation of the purchase, sale and assumption made pursuant to this Section 12.24, any Term Lender receives any Prepayment Premium solely and directly arising from the reduction or termination of Revolver Commitments in accordance with Section 4.04, then such Prepayment Premium shall be segregated and held in trust and promptly paid over to the Revolving Agent, for the benefit of the selling Revolver Lenders, in the same form as received, with any necessary endorsements. For the avoidance of doubt, the foregoing sentence shall not apply to any Prepayment Premium payable in respect of the Term Loans.

Purchase Price. Such purchase and sale shall be made by execution (a) In consideration of the sale, conveyance, transfer, assignment and delivery of the Acquired Assets by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached Seller, pursuant to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicableSection 1.01(a), the applicable Term Loan Purchasers shall:Buyer agrees to pay to the Seller, in accordance with Section 1.03, the Purchase Price. (ab) pay On the terms and subject to the conditions set forth in this Agreement and the Acquired Assets ▇▇▇▇ of Sale, at the Closing, the Seller shall assign to the Buyer all of its rights under the Real Property, the Assumed Contracts and the Permits and all of its obligations under the Contracts listed on Schedule 1.01(a)(v) and the Permits listed on Schedule 1.01(a)(vi), in each case to the extent such obligations arise after the Closing, and the Buyer shall accept the assignment of all of the Seller’s rights thereunder and shall assume all of the Seller’s obligations thereunder, to the extent such obligations arise after the Closing. To the extent that Applicable Law permits such an assignment and the notice to or consent of any Person is required, the Seller shall deliver to, and obtain from, the applicable Person the required consent or notice in accordance with the terms and conditions of the applicable Assumed Contract or Permit, and shall use best efforts to obtain any required consents, upon terms substantially similar to those enjoyed by the Seller under such Assumed Contract or Permit, prior to the Closing Date. To the extent that (i) Seller is unable to obtain any such required consents to assignment or (ii) Applicable Law does not permit the Seller to assign any Assumed Contract or Permit that would otherwise constitute a Purchased Asset, the Seller shall (A) provide to the Revolving Agent Buyer, at the request of the Buyer, the benefits of any such Contract or Permit, and (B) enforce and perform, at the request and reasonable expense of the Buyer, for the benefit account of the Revolving Loan Lenders as Buyer, any rights or obligations of the purchase price therefor Seller arising from any such Contract against or in respect of any third party, including the sum right to elect to terminate any Contract in accordance with the terms thereof upon the advice of the Buyer, or otherwise enter into with the Buyer such other arrangements sufficient to provide equivalent benefits and burdens to the Buyer. (c) Notwithstanding anything in this Agreement to the contrary, the Buyer shall not assume, and the Seller shall be responsible for the payment, satisfaction, performance and discharge of any and all liabilities, obligations, claims, demands, expenses, damages or responsibilities of the Seller, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due. Such liabilities are including, but not limited to, those terms set forth on Schedule 1.02(c) (collectively, the “Retained Liabilities”). (d) Notwithstanding anything contained herein to the contrary, (i) the full amount Seller or the Buyer, as the case may be, shall receive credit for the current installment of all of the Revolving Loan Obligations then outstanding real estate taxes and unpaid assessments (including principal, accrued any assessment imposed by private covenant) paid by the Seller on or before the Closing Date and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant applicable to the Revolving Loan Credit AgreementSeller’s period of ownership or applicable to the Buyer’s period of ownership, plus respectively, even if such taxes and assessments are not yet due and payable and (ii) the Required Cash Collateral plus (iv) solely following assets and liabilities of the Real Property shall be apportioned between the Seller and the Buyer as of the Closing Date, as if the Buyer were vested with title to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five Acquired Assets during the entire day on which the Closing occurs (45) calendar days following income and expenses for the consummation period before the day of Closing shall be for the account of the purchase Seller and sale described in this Section 7, income and expenses for the early termination fee provided for in Section 13.1 period on and after the day of the Revolving Loan Credit Agreement Closing shall be for the account of the Buyer): (it being understood A) gas, electricity and agreed that payment other utility charges for which Seller is liable, if any, such charges to be apportioned at the Closing on the basis of such early termination fee shall not be a condition the most recent meter reading occurring prior to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit AgreementClosing; and (cB) any other operating expenses or other items pertaining to the Acquired Assets or the Real Property which are customarily prorated between a buyer and a seller in the area in which the business is located. If the amount of any such expenses, taxes and assessments for the year or period in which the Closing occurs are not yet known or fixed, the most recent amount of such expenses, charges, taxes and assessments shall be used for such proration and either party shall be entitled to a post-Closing adjustment when the actual amount is finally determined, which adjustment shall be reflected in the First Installment Payment. (e) For purposes of the Retained Liabilities, whenever reference is made to liabilities and obligations, such reference shall be deemed to have agreed include any liabilities, obligations, claims, demands, expenses, damages or responsibilities pertaining thereto, whether known or unknown, absolute, accrued, contingent or otherwise, and whether due or to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timebecome due.

Purchase Price. Such purchase (a) Subject to the terms and sale shall conditions of this Agreement, and in consideration of the sale, conveyance, assignment, transfer and delivery of the Assets, Buyer or Parent, as the case may be, will deliver or cause to be delivered by Parent Subsidiaries, in full payment, together with the Assumed Liabilities, for the sale, conveyance, assignment, transfer and delivery of the Assets, the following: (i) payment by Buyer at the Closing by wire transfer to such bank account(s) as specified by Seller in Schedule 1.2(a)(i) of the Disclosure Schedules (or as otherwise provided in writing to Parent), in immediately available United States funds, of an aggregate amount up to but not exceeding $100,000,000; (ii) payment by Parent at the Closing by wire transfer to such bank account(s) as specified by Seller in Schedule 1.2(a)(i) of the Disclosure Schedules (or as otherwise provided in writing to Parent), in immediately available United States funds, of an amount equal to the excess, if any, of $100,000,000 over the amount paid by Buyer to Seller pursuant to Section 1.2(a)(i) hereof (the sum of any payments made by execution Buyer and Parent pursuant to Sections 1.2(a)(i) and 1.2(a)(ii) hereof, the "CLOSING CASH PURCHASE PRICE"); (iii) with respect to the Non-U.S. Agreements, payment by the appropriate Parent Subsidiaries at the Closing by wire transfer to such bank account(s) as specified by Seller in Schedule 1.2(a)(i) of the Disclosure Schedules (or as otherwise provided in writing to Parent), in immediately available United States funds, of the amount of cash consideration contemplated by the Non-U.S. Agreements (the "LOCAL JURISDICTION CASH CONSIDERATION") (the sum of the Closing Cash Purchase Price and the Local Jurisdiction Cash Consideration, as adjusted pursuant to Section 1.8, the "FINAL CASH PURCHASE PRICE"); (iv) the issuance and delivery at the Closing by the applicable Secured Creditors Parent to Seller of a Commitment Transfer Supplement duly executed note in the principal amount of $12,904,000 (the "NOTE"), in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, hereto as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv))Exhibit E; (bv) be deemed the issuance at the Closing by Parent to have agreed not Seller of one or more stock certificates registered in the name of Seller or one or more controlled affiliates of Seller as reasonably designated by Seller prior to amendthe Closing representing 5,432,099 ordinary shares of Parent, modify NIS 0.10 par value per share, subject to adjustment for any stock split, reverse split or waive stock dividend or similar transaction occurring after the provisions date hereof and prior to the Closing (the "PARENT STOCK") (less a number of (i) Section 13.1 shares of Parent Stock with a value as of the Revolving Loan Credit Agreement so as Closing equal to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit AgreementLocal Jurisdiction Cash Consideration); and (cvi) be deemed payment of the Earn-out (as defined in Section 1.7), if any, of up to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided$25,000,000, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess accordance with Section 1.7 of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timethis Agreement.

Purchase Price. Such Buyer shall purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in Shares for aggregate consideration (the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, “Purchase Price”) as applicable), the applicable Term Loan Purchasers shallfollows: (a) At the Closing, the Buyer shall pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor Shareholders the sum of nine hundred eighty five thousand dollars (i$985,000) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent Shareholders as the Revolving Agent may Shareholders shall designate in writing prior to the applicable Term Loan Purchasers Closing. (b) On October 1, 2003, the Buyer shall issue to the Shareholders two hundred thousand (200,000) shares of Buyer’s common stock (the “Common Stock”), which shall be restricted stock. Such stock shall be subject to vesting as provided in Exhibit A attached hereto. (c) On September 30, 2003, the Buyer shall deliver to Comerica, Inc. (the “Escrow Agent”) the sum of five hundred thousand dollars ($500,000) (the “Escrow Amount”). The Escrow Amount shall be held by the Escrow Agent and distributed pursuant to the terms and conditions of the Escrow Agreement attached hereto as Exhibit B, to be entered into by the Buyer, the Shareholders and the Escrow Agent at or prior to the Closing, and shall be subject to set off, in accordance with Section 13.5 hereof, in the event that the Company or the Shareholders breach the representations and warranties contained in Section 5 of this Agreement. (d) After Closing, the Shareholders shall be entitled to receive up to five percent (5%) of all gross customer receipts less credit card and transaction expenses, discounts, returns, and bad debt expenses (“Net Revenue”) from products or services that present listing information procured from permitted, active data feeds from all Multiple Listing Service (“MLS”) partners (“MLS Relationships”) listed or described on the MLS Scorecard provided in Exhibit C attached hereto, as its core value proposition, regardless of whether such Net Revenue is generated from an existing MLS Relationship, an existing relationship of the Buyer or a new relationship, including revenue from the Buyer’s buyer leads service, sale of the Company’s eMLS tool, websites sold to real estate agents or brokers that display listing data primarily obtained from the Company’s MLS Relationships, newsletters that present local home sale and listing information, so long as such data is procured from the Company’s MLS Relationships, and any other products that are largely based on the Company’s MLS Relationships, but excluding from the Buyer’s current products and services (which Buyer’s current products and services include, but are not limited to, seller leads service, Summit Club, HouseValues Store, Premier Coaching Services, seminars and conventions, and training services), and excluding from all other products and services which are not dependent on the Company’s MLS Relationships (“Revenue Sharing Payments”). Such Revenue Sharing Payments shall be payable quarterly for such purposeten (10) consecutive fiscal quarters following the Closing Date, beginning with the quarter ended December 31, 2003. Interest and fees Each quarterly Revenue Sharing Payment shall be calculated as provided in Exhibit C hereto, and shall be subject to but excluding set off, in accordance with Section 13.5 hereof, in the Business Day on which such purchase event that the Company or the Shareholders breach the representations and sale warranties contained in Section 5 of this Agreement. For purposes of this paragraph, “permitted” shall occur if the amounts so paid by the applicable Term Loan Purchasers mean (i) allowed pursuant to the bank account designated by the Revolving Agent are received in terms of a written contract or (ii) allowed pursuant to usage where no written contract is required, and “active” shall mean capable of being accessed, regardless of whether such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time.data feed was actually accessed

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit any exercise of the Revolving Loan Lenders as Purchase Option, the purchase price therefor for the sum Chugach Portion shall be the Purchase Price; provided that Purchaser may offset any Purchase Price Adjustment against the Purchase Price. The Parties agree that, for the purposes of (i) calculating the full amount Purchase Price, the following expenditures shall be capitalized or, if necessary, deferred and amortized, for purposes of determining the “net book value” of the Chugach Portion for purposes of determining the Purchase Price: 1. all overhaul costs for the Facility, whether treated as expenses or otherwise for purposes other than determining the Purchase Price, that have been paid by Purchaser with respect to the Seller’s Interest prior to any acquisition by MEA of all or any portion of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance Seller’s Interest; and 2. any other expenditures or regulatory assets related to compliance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant Applicable Law made by Purchaser with respect to the Revolving Loan Credit AgreementSeller’s Interest prior to any acquisition by MEA of all or any portion of the Seller’s Interest; and 3. any other improvement, plus contribution, or expense (iiother than operating expenses) made or paid by or on behalf of Purchaser with respect to the Required Cash Collateral plus (iv) solely Facility to the extent actually collected by Term Loan Agent that such improvement, contribution or such Term Loan Purchasers within forty five (45) calendar days following expense increases the consummation value of the purchase and sale described in this Section 7, Facility above the early termination fee provided for in Section 13.1 value of the Revolving Loan Credit Agreement (it being understood Facility immediately before such improvement, contribution or expense is made or paid and agreed that, after amortization, has a positive value that payment of extends beyond the Term. If, for any reason, any generation unit overhaul costs or expenditures related to environmental compliance or other compliance with Applicable Law are not capitalized on Seller’s financial statements, then such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee costs or expenditures shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, imputed as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, a capital investment in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Seller’s Interest and fees shall be calculated to but excluding deferred and amortized for the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timepurposes of establishing “net book value.”

Purchase Price. Such purchase The consideration (the "Consideration") for the Shares and sale the Shareholder Loan (including any interest accrued thereon and not paid) shall consist of, and be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement paid in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shallfollowing manner: (a) pay or provide On the date hereof, Purchaser shall deposit an amount in cash of Thirty Million NIS (NIS 30,000,000) in a bank account designated by Seller (such amount, including any interest accrued thereon: the "Deposit"). The Deposit shall be held and disposed by Seller to the Revolving Agent for the benefit credit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principaleither Seller or Purchaser, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is terms and conditions of this Agreement. At Closing, the Deposit shall be immediately released to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable Seller pursuant to the Revolving Loan Credit terms hereof and be applied to and credited against the Consideration in accordance with Section 1.3(b) below. If Closing does not occur, the Deposit shall be payable to Seller or to Purchaser in accordance with Section 9. If the circumstances do not result in the payment of the Deposit to Seller pursuant to this Section 1.3 or Section 9, the Deposit shall be released to Purchaser promptly after termination of this Agreement. To the extent that Seller shall be required to release the Deposit to Purchaser after termination of this Agreement, plus Seller will be entitled to withhold and deduct from the payment of any Deposit (ii) including any interest accrued thereon), the Required Cash Collateral plus Tax amount required to be withheld and deducted under any applicable law which are payable on such Deposit (iv) solely to including any interest accrued thereon). To the extent actually collected that amounts are so withheld by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7Seller, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee they shall be treated for all purposes of this Agreement as having been paid to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv));Purchaser. (b) be deemed At Closing, Purchaser shall pay to have agreed not to amendSeller, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to an account designated in writing by Seller, an amount in NIS equal to Six Hundred and Fifty Million NIS (NIS 650,000,000) minus the Deposit. (c) On the date hereof, the Company shall assign to Seller all of its rights to receive payments (including default interest, if any, and rights to seek enforcement and damages if such bank account payments are not timely made) from B Communications Ltd. (f/k/a 012 Smile.Communications Ltd.), a company organized under the laws of Israel ("BC"), pursuant to that Amendment, Joinder and Affirmation to the Revolving Agent Asset Purchase Agreement, dated as of January 26, 2010, by and between the Revolving Agent may designate Company and BC (the "BC Payments"). The parties hereby agree that, if BC or any other third party whose consent is required for the same at Seller's reasonable discretion, does not consent in writing to the aforesaid assignment until the Closing, then, in lieu of such assignment, Purchaser shall cause the Company, and the Company shall, (i) transfer any such payments received from BC on or following the date hereof to Seller (net of any applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur Tax, if the amounts so any, paid by the applicable Term Loan Purchasers Company), immediately following their receipt, (ii) if not timely received, cooperate with Seller (including by way of engaging an attorney selected and paid by Seller to pursue litigation), at Seller's expense, to compel BC to make such payments to the bank account designated by Company, and (iii) upon Seller's request, take all other reasonable actions, including execution of an appropriate power of attorney, to assign all of its causes of action in connection therewith to allow Seller, at Seller's election and expense, to compel (including litigation) BC to make such payments. (d) The aforesaid Consideration to be paid to Seller is exclusive of any VAT, if applicable (i.e., plus VAT, if applicable). To the Revolving Agent are received in such bank account extent that the Seller shall provide to the Purchaser prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers Closing a valid withholding tax exemption certificate pursuant to the bank account designated by Israeli Tax Ordinance according to which the Revolving Agent are received in such bank account later than 1:00 p.m. New YorkSeller is entitled to full exemption of tax withholding, New York timePurchaser agrees it shall not deduct or withhold from any consideration payable or otherwise deliverable pursuant to this Agreement any Tax.

Purchase Price. Such (a) In consideration of the conveyance of the Purchased Assets by a Seller to the Depositor and the Depositor Loan Trustee for the benefit of the Depositor from time to time in accordance with Section 2.01, the Depositor shall pay to, or at the direction of, such Seller the purchase and sale price for the Loans described in the applicable Assignment Agreement, or Additional Loan Assignment, or conveyed in connection with a Renewal Loan Replacement pursuant to Section 2.03 hereof, in each case, which purchase price shall be made by execution and delivery a price (or formula for determining such price) agreed to by the applicable Secured Creditors Depositor and such Seller on or before such Addition Date (the “Purchase Price”), which price shall not in the opinion of the Depositor be materially less favorable to the Depositor than prices for transactions of a Commitment Transfer Supplement generally similar character at the time of the acquisition, taking into account the quality of the applicable Loans and other pertinent factors; provided that such consideration shall in any event not be less than reasonably equivalent value therefor. The Depositor and the form attached to Depositor Loan Trustee for the Revolving Loan Credit Agreement (provided, benefit of the Term Loan Purchasers Depositor shall not be required to take promissory notes evidencing their respective interests purchase any Loan hereunder if the Depositor does not have sufficient funds or other assets which may constitute consideration under the terms hereof (unencumbered by any Lien, including any Lien of the Issuer, the Issuer Loan Trustee or the Indenture Trustee) to pay the Purchase Price in respect of such Loan. The Depositor’s agreement to purchase Additional Loans in Section 2.03(a) shall be deemed a representation by the Revolving Loan Obligations). Upon Depositor that it will have sufficient funds to pay the applicable Purchase Price to the applicable Seller on the date of such purchase and sale specified in clause (or date thereafter, as applicable), the applicable Term Loan Purchasers shall:b) below. (ab) pay or provide The Purchase Price with respect to any Loan is payable by the Revolving Agent for Depositor at the benefit direction of the Revolving Loan Lenders as related Seller in immediately available funds on the purchase price therefor Closing Date or the sum of Payment Date immediately following (i) the full amount of all of the Revolving Collection Period in which Renewal Loans with respect to Renewal Loan Obligations then outstanding Replacements become Additional Loans and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation Action Date with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any each other ObligorAdditional Loan, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; andapplicable. (c) be deemed In the case of any Additional Loan relating to have agreed to reimburse (or if required by any Revolving a Renewal Loan CreditorReplacement, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) Purchase Price payable on the Revolving Loan Creditors applicable Payment Date in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Renewal Loan Purchasers for such purpose. Interest and fees shall be calculated on the excess, if any, of the Loan Principal Balance of such Renewal Loan over the Terminated Loan Price of the Terminated Loan relating to but excluding such Renewal Loan, in each case, at the Business Day on which such purchase and sale shall occur if time of the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeRenewal.

Purchase Price. Such 4.1 The purchase and sale price of the Property, plus Value-Added Tax ("VAT") at zero percent, shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement price as stipulated in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers Schedule “1”. The purchase price shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, paid as applicable), the applicable Term Loan Purchasers shallfollows: 4.2 A deposit of 10% (aten percent) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor to the sum Agent by the Purchaser immediately on the Purchaser’s signature of (i) this agreement, which amount the full amount Purchaser hereby authorises the Agent to pay over to the Seller‘s attorneys against registration of all transfer of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, Property into the Purchaser’s name in each case terms hereof or an earlier time as agreed by ▇▇▇▇▇▇▇▇▇. 4.3 The Purchaser’s signature hereto shall constitute the Purchaser’s written consent to authorise the Agent to invest all amounts paid on account of the Purchase Price in accordance an interest bearing account with a bank of the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant Agent’s choice. The interest shall accrue to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation Estate Agency Affairs Fidelity Fund in terms of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and section 32 (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) of the Estate Agency Affairs Act unless the parties agree otherwise in writing. 4.4 The balance of the Purchase Price shall be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditorpaid in cash and secured, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) satisfaction of the Revolving Loan Creditors Seller‘s Attorneys, by a written guarantee from a registered financial institution, payable free of exchange, against registration of transfer of the Property into the Purchaser’s name. The Purchaser may elect to secure the balance of the Purchase Price by payment in respect cash to the Seller‘s Attorneys, who shall hold same in trust, pending registration of indemnification obligations transfer into the name of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith Purchaser. The aforesaid guarantee shall be presented and/or cash shall be payable by the Revolving Agent or another Revolving Loan Creditor Purchaser to the Seller‘s Attorneys within 45 (forty five) days from receipt of a written request to that effect from the Seller‘s attorneys. 4.5 All monies due by the Purchaser in writing terms of this Agreement, and unpaid on or before due date, shall bear interest at the rate of 2% (two percentum) above the Prime Rate, per month, calculated from the due date of such purchase payment to the actual date of payment thereof, (both days inclusive). 4.6 Any payment made by the Purchaser in terms of this Agreement shall be allocated first to the payment of Agent's Commission when due then interest and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess thereafter to the payment of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate monies due in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeterms hereof.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before On the date of such purchase and sale; provided, the purchasing Term Credit Parties shall (i) pay to the ABL Agent, for the benefit of ABL Credit Parties, as the purchase price therefor the full amount of all the ABL Obligations (excluding any Excess ABL Obligations and excluding ABL Obligations cash collateralized in no accordance with clause (ii) below) then outstanding and unpaid, (ii) furnish cash collateral to the ABL Agent in such amounts as the ABL Agent determines is reasonably necessary to secure the ABL Agent and the other ABL Credit Parties in connection with (A) any outstanding L/C Obligations (as defined in the ABL Credit Agreement) (but not in any event will Term Loan Lenders or any Term Loan Purchaser have any liability for such in an amount greater amount than the amount required under the ABL Credit Agreement, (B) to the extent not terminated and paid in cash, Obligations with respect to Bank Products (other than amounts in excess of proceeds the Bank Product Cap) and Cash Management Services, and (C) any indemnity obligations for claims that have been asserted at the time of Term Loan Collateral received purchase, and (iii) agree to reimburse the ABL Agent and the other ABL Credit Parties for all expenses theretofore or thereafter incurred by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price of them and cash collateral shall be remitted by wire transfer not included in the ABL Obligations at the time of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing purchase, but only to the applicable Term Loan Purchasers for extent such purposewould have been due and payable in accordance with the ABL Documents (including, without limitation, the reimbursement of reasonable legal expenses, commercial finance examination expenses, and appraisal fees). Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable purchasing Term Loan Purchasers Credit Parties to the bank account designated by the Revolving ABL Agent are received in such bank account prior to 1:00 p.m. New York2:00 p.m., New York time Boston time, and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable purchasing Term Loan Purchasers Credit Parties to the bank account designated by the Revolving ABL Agent are received in such bank account later than 1:00 p.m. New York2:00 p.m., New York Boston time. Notwithstanding anything to the contrary, in the event that, within one (1) year following the date of such purchase and sale, the ABL Obligations are refinanced or the Aggregate Commitments (as defined in the ABL Credit Agreement) are terminated or permanently reduced (or have been terminated or reduced at the time of the purchase and sale), the purchasing Term Credit Parties shall remit any payments in respect of any Excess ABL Obligations received by any of them to the ABL Agent, for the benefit of the ABL Credit Parties, as additional consideration for the purchase of the ABL Obligations described herein.

Purchase Price. Such purchase and sale The Purchase Price shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, paid as applicable), the applicable Term Loan Purchasers shallfollows: (a) pay Except as otherwise expressly set forth in this Agreement or provide on the Bid Summary Sheet, the Buyer will deliver the Deposit of Good Funds to Escrow Agent on the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) next Business Day following the full amount execution of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit this Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected which Deposit shall be held by Term Loan Escrow Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7a segregated, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement interest-bearing account (it being understood and agreed that payment of such early termination fee all interest thereon will benefit the Buyer and shall be delivered to the Buyer at Closing but shall not be a condition considered part of the Deposit), the deposits of which are insured by the Federal Deposit Insurance Corporation up to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv));maximum permissible amount; and (b) be deemed On the Closing Date, the Buyer shall pay to have agreed not to amendthe Escrow Agent for the benefit of Seller, modify or waive by wire transfer in immediately available Good Funds, the provisions amount of the Purchase Price: (i) Section 13.1 of less the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or Deposit previously received by Seller, (ii) Sections 2.9 through 2.18 thereof less any escrows or Interest Reserve held by Seller relating to the Loan, unless and until such amounts or accounts are being transferred pursuant to Section 3.2(f), (iii) plus any protective advances made by Seller between the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower Payment Cutoff Date and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, Closing Date with the terms of Sections 2.9 through 2.18 prior written consent of the Revolving Loan Credit Agreement; and (c) Buyer, which consent shall not be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to unreasonably withheld. If the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account UPB of the Revolving Agent as Loan changes between the Revolving Agent may designate in writing to Payment Cutoff Date and the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding end of the Business Day on which such purchase and sale immediately prior to Closing, then the Purchase Price shall occur if be adjusted by multiplying the amounts so paid Bid Percentage by the then-current UPB of the applicable Term Loan Purchasers as of the Business Day immediately prior to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeClosing Date.

Purchase Price. Such (a) The purchase price (“Purchase Price”) for the Receivables and sale the Related Assets shall be made equal the fair market value of the Receivables as agreed by execution each Originator and delivery Buyer at the time of purchase or acquisition. (b) On the date of the initial purchase, CHRCI shall contribute Receivables to Buyer as a capital contribution in the amount set forth in a written notice on the date thereof from CHRCI to Buyer and Administrative Agent. (c) Buyer shall pay the related Originator the Purchase Price with respect to each non-contributed Receivable and the Related Assets, created or acquired by such Originator on the applicable Secured Creditors date of a Commitment Transfer Supplement purchase thereof as set forth above by transfer of funds, to the extent that Buyer has funds available for that purpose after satisfying Buyer’s obligations under the Receivables Purchase Agreement. (d) In the case of any Originator, to the extent Buyer does not have funds available to pay the Purchase Price due on any day in cash, Buyer shall execute and deliver in the form attached to this Agreement as Exhibit 2.3(d), a subordinated promissory note (each, a “Subordinated Note”) in a principal amount equal to such Deferred Payment and payable to the Revolving Loan Credit Agreement (order of such Originator, or shall increase the principal amount of any outstanding Subordinated Note to such Originator by the amount of any Deferred Payment; provided, that the Term Loan Purchasers aggregate principal amount of the Subordinated Notes shall not at any time exceed or be permitted to exceed the maximum amount on the Subordinated Notes that could be owed without rendering Buyer’s net worth (as calculated in accordance with GAAP consistently applied) less than the minimum net worth required under Section 7.3(j) of the Receivables Purchase Agreement. Each Originator is hereby authorized by Buyer to take promissory notes endorse on the schedule attached to its Subordinated Note an appropriate notation evidencing their respective interests in the Revolving Loan Obligations). Upon date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such purchase notation shall not affect any obligation of Buyer thereunder. (e) To the extent Buyer does not have funds available to pay the Purchase Price due on any day in cash, and sale (or date thereafterany Subordinated Note may not be increased as provided in Section 2.3(d) above, CHRCI, as applicable)an Originator hereunder and as sole member of the Buyer, may elect in its sole discretion to treat CHRCI Receivables allocable to any Deferred Payment to have been transferred by CHRCI to Buyer as a capital contribution, in return for an increase in the applicable Term Loan Purchasers shall: (a) pay or provide value of the equity interest in Buyer held by CHRCI. CHRCI may also, at its option in its sole discretion, contribute cash to Buyer in return for an increase in the value of the equity interest in Buyer held by CHRCI. For the avoidance of doubt, nothing in this Agreement shall be construed to require CHRCI to make any capital contribution to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding Buyer. CHRCI and unpaid (including principal, accrued Buyer shall each record on its respective books and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is records any capital contribution made by CHRCI to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days Buyer promptly following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeits occurrence.

Purchase Price. Such (a) The purchase price (the “Purchase Price”) for the purchase, sale, assignment and sale conveyance of Sellers’ right, title and interest in, to and under the Acquired Assets to Purchaser or its Designees shall consist of (i) an amount equal to $95,000,000, which amount shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement payable in the form attached to of a credit bid of an amount of the Revolving Loan obligations then outstanding under the DIP Credit Agreement and the Pre-Petition Credit Agreement (provided, the Term Loan Purchasers shall not such amount as may be required increased pursuant to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicableSection 3.1(b), the applicable Term Loan Purchasers shall: “Credit Bid Amount”); (aii) pay or provide unless such obligations have been assumed by Purchaser pursuant to the Revolving Agent Section 2.3(e), an amount in cash allocated solely for the benefit of the Revolving Loan Lenders ABL Credit Parties in order to cause the “payment in full” of the Obligations under each of the ABL Credit Agreements (within the meaning of such phrase under the ABL Credit Agreements), including the Letter of Credit Collateralization (as defined in the purchase price therefor ABL DIP Credit Agreement) and Payment in Full of ABL Priority Debt (as such term is used the sum of Existing Split Lien Intercreditor Agreement (ias defined in the ABL DIP Credit Agreement) and the Split Lien Intercreditor Agreement (as defined in the ABL DIP Credit Agreement); and (iii) the full amount of all assumption by Purchaser of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv));Assumed Liabilities. (b) be deemed For the avoidance of doubt, at any time, and from time to have agreed not time, during the Auction, Purchaser may increase the Purchase Price, including by increasing the Credit Bid Amount to amend, modify or waive the provisions of (i) Section 13.1 of full amount then outstanding and owing under the Revolving Loan DIP Credit Agreement so as to waive or reduce and the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Pre-Petition Credit Agreement having terminated and or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or paying additional cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeconsideration.

Purchase Price. Such purchase and sale 3.1 The Purchase Price is £10,000,000 as adjusted in accordance with clause 5, plus the Deferred Consideration, which shall be made by execution and delivery satisfied by the applicable Secured Creditors Buyer: 3.1.1 paying £5,000,000 in cash on Completion, such payment to be made in accordance with clause 3.4 (Cash Consideration) less the Retention to be dealt with in accordance with clause 6.2.2 and Schedule 10; 3.1.2 allotting and issuing on Completion to the Sellers credited as fully paid, the number of Consideration Shares having an aggregate value (as determined in accordance with clause 4.2) which is as close as possible to £5,000,000 without issuing fractions of a Commitment Transfer Supplement Consideration Share in the form attached numbers set out against their respective names in column 7 of Schedule 1; 3.1.3 paying the Deferred Consideration in the amounts and on the dates determined in accordance with Schedule 5; and 3.1.4 any further sums that may become payable to the Revolving Loan Credit Agreement (providedSellers pursuant to clause 3.6. The Cash Consideration, the Term Loan Purchasers Consideration Shares and the Deferred Consideration shall not be required to take promissory notes evidencing apportioned between the Sellers in accordance with their respective interests in Respective Proportions. As a priority application before the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit apportionment of the Revolving Loan Lenders as balance of the purchase price therefor Cash Consideration there shall be first paid to New Wave the sum of £[**] being equal to the aggregate Issue Price (as defined in the articles of association of the Company) together with the Dividend Arrears on the Preference Shares. 3.2 Each Optionholder hereby agrees to the amounts listed against that Optionholders names in columns 8 and 9 of the table in Schedule 1 representing (i) the full amount aggregate exercise monies and (ii) any Tax which arises in respect of all his or her Option and which the Company must account to HMRC, shall be deducted from that Optionholders entitlement to the proportion of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case Cash Consideration payable to them in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to terms of this agreement. The Buyer and each of the Optionholders each agree that the amount listed against that Optionholders name in columns 8 and 9 of the table in Schedule 1 will be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant paid by the Buyer to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation Company on behalf of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein Optionholder at Completion and the Term Loan Purchasers sole obligation with respect Company will account to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors HMRC in respect of indemnification the amount representing Tax in satisfaction of any Tax due, and the Buyer shall procure that the Company shall account promptly to HMRC for all Tax, PAYE and NICs on the Options. 3.3 To the extent that the Cash Consideration payable to an Optionholder at Completion is insufficient to cover the obligations of Obligors under set out in clause 3.2 above each such Optionholder shall put the Revolving Loan Financing Documents owed Company in funds for any shortfall at Completion, and where such individual has provided a sum to a Revolving Loan Creditor as to matters or circumstances for the Company which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts is in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price this actual liability to pay the Company shall return (and cash collateral the Buyer shall procure that the Company shall so return) the excess to the relevant Optionholder within 15 Business Days following Completion. 3.4 All payments to be made to the Sellers under this agreement shall be remitted made in sterling by wire electronic transfer of immediately available funds to the Sellers’ Solicitors (who are irrevocably authorised by the Sellers to receive the same). Payment in accordance with this clause shall be a good and valid discharge of the Buyer’s obligation to pay the sum in question and the Buyer shall not be concerned to see the application of the monies so paid. 3.5 The Purchase Price shall be deemed to be reduced by the amount of any payment made to the Buyer for each and any Relevant Claim. 3.6 The Purchase Price shall be increased by the following sums which shall be paid in accordance with clause 3.3 as follows: 3.6.1 In the event, and to the extent that the Company receives a cash payment from HMRC by way of an R&D Tax Credit in respect of its financial year which ended on 31 March 2016, the Buyer shall pay a further cash amount to the Sellers by way of consideration for the purchase of the Sale Shares as an increase in the Purchase Price equal to [**]% (after the deduction of the costs of recovery) of the R&D Tax Credit so received by the Company. 3.6.2 In the event, and to the extent that, the Company receives a cash payment from HMRC by way of an R & D Tax Credit in respect of its financial year which ended on 31 March 2017, the Buyer shall pay a further cash amount to the Sellers by way of consideration for the purchase of the Sale Shares as an increase in the Purchase Price, as follows: 3.6.2.1 if the payment is less than or equal to £[**], an amount equal to the payment; or 3.6.2.2 if the payment is greater than £[**], an amount equal to £[**] plus [**]; or 3.6.2.3 if the payment is greater than £[**], an amount equal to the excess over £[**], plus £[**]. 3.6.3 (Save where clause 3.6.4 applies) In the event, and to the extent that, the Company receives a cash payment from HMRC by way of an R & D Tax Credit in respect of the period commencing on 1 April 2017 and ending on the Completion Date, the Buyer shall pay to the Sellers a further cash amount as an increase in the Purchase Price, by way of consideration for the Sale Shares, equal to the R & D Tax Credit so received by the Company (which shall be determined on a pro rata temporis basis on the assumption that such credit is earned on a straight line basis across the accounting period of the Company in which Completion falls). 3.6.4 Any payment to be made pursuant to clause 3.6.2 or 3.6.3 above shall be made within [**] Business Days of the actual receipt into the Company’s bank account of the Revolving Agent as R & D Tax Credit by reference to which such payment is calculated. 3.6.5 In the Revolving Agent may designate in writing event, and to the applicable Term Loan Purchasers extent that the Company receives a corporation tax credit as a result of the exercise of the Options, the Buyer shall pay a further cash amount to the Sellers by way of consideration for such purpose. Interest and fees shall be calculated the purchase of the Sale Shares as an increase in the Purchase Price equal to but excluding the Business Day on which such purchase and sale shall occur if the amounts amount of that corporation tax credit so paid received by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeCompany.

Purchase Price. Such In addition to assuming the Assumed Liabilities, the aggregate price to be paid by CTB to the Selling Entities (the "Purchase Price") for the purchase and sale of the Purchased Assets shall be equal to the following (which calculation shall be made by execution as of the Closing Date and delivery by set forth in a certificate of CTB and BBT delivered at the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall:Closing): (a) pay or provide $3,800,000, which shall be paid by CTB to the Revolving Agent for the benefit Selling Entities as follows: (i) $100,000, which has been paid out of the Revolving Loan Lenders Escrow Account in accordance with the instructions of the Escrow Agreement; (ii) $250,000, which is to be deposited in the Escrow Account on or before January 26, 2001 and which will be paid out of Escrow; (iii) $650,000 Secured Short Term Note; and (iv) $2,800,000 Secured Promissory Note. (b) plus all prepaid expenses to the extent useable by CTB after the Closing Date as set forth on Schedule 2.1(i); (c) minus, the purchase price therefor amount of all advance deposits and pre-paid ticket and/or voucher sales (and ticket or amusement taxes pertaining thereto) of the sum Business included in the Assumed Liabilities; (d) minus the following, to the extent such amounts relate to the Purchased Assets or the Business are unpaid as of the date of Closing and have not been paid by the Selling Entities prior to or at the Closing, all of which will become Assumed Liabilities to the extent they are credited against the Purchase Price: (i) the full prorated amount for the period prior to the Closing Date of all of the Revolving Loan Obligations real estate taxes and assessments, both general and special, water charges and sewer rents, whether or not then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid feesdue or payable, and expensesall other normally proratable items (collectively, including reasonable attorneys’ fees and expensesthe "Prorations"), in each case in accordance with based upon the Revolving Loan Financing Documents) but excluding latest assessments or actual invoices available (y) all should any such obligations for which Required Cash Collateral is to proration be provided and (z) except as otherwise provided belowinaccurate based upon the actual tax ▇▇▇▇ or assessment when received, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase party hereto may demand and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be entitled to deliver such fee to the Revolving Agent to the extent actually received receive on demand, a payment from the Borrower or any other Obligor, as required by the foregoing clause (iv)correcting such inaccuracy); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless any fees, taxes, impact fees, assessments, delinquent or otherwise, attributable to a period prior to the Closing Date; (iii) any other land use charges attributable to any period prior to the Closing Date; (iv) one-half of all necessary State of Missouri, county and until municipal transfer, document stamp and/or recording taxes, if any, incident to the earlier transaction contemplated in this Agreement normally attributable to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreementgrantor; and (cv) be deemed to have agreed to reimburse (one-half of the cost of any escrow fee and charges of any escrow agent, regardless of whether or if required by not such escrow agent is also counsel for any Revolving Loan Creditorparty hereto, backed by stand-by letters the issuer of credit the Commitments or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date agent of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeissuer.

Purchase Price. Such purchase The purchase, sale and sale assumption pursuant to this Section 10.23 shall be made by execution and delivery by the applicable Secured Creditors Administrative Agent, Revolving Lenders and exercising Term Lenders of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations)an Assignment Agreement. Upon the date of such purchase and sale (or date thereaftersale, as applicable), the applicable Term Loan Purchasers shall: (a) the exercising Term Lenders shall pay or provide to the Revolving Administrative Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all 100% of the outstanding Obligations with respect to the Revolving Loan Obligations then outstanding and unpaid (including Loans owing to the Revolving Lenders, including, without limitation, principal, interest accrued and unpaid interest, unpaid feesthereon, and expensesany fees accrued and unpaid thereon, including reasonable attorneys’ fees to the extent earned or due and expenses, in each case payable in accordance with the Revolving Loan Financing DocumentsDocuments and irrespective of whether allowed or allowable in connection with any Insolvency Proceeding, (b) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant unreimbursed Obligations in respect of Letters of Credit owing to the Revolving Loan Credit AgreementLenders (which, plus (ii) in the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation case of contingent reimbursement obligations in respect of the purchase and sale described in this Section 7undrawn portion of any Letter of Credit, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to satisfied by providing the Revolving Administrative Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount equal to 102.5% of the undrawn face amount thereof; it being agreed by the parties hereto that the Administrative Agent and Issuing Lender shall (A) be entitled to apply such cash collateral solely to reimburse any drawings on such Letters of Credit issued by Issuing Lender or in a manner reasonably satisfactory respect of fees and costs chargeable under the Loan Documents in respect thereof for which the selling Revolving Lenders remain liable in respect of funding participations therein, and (B) promptly return any unapplied portion of such cash collateral to the Administrative Agent for the benefit of the Term Lenders at such time as (x) the Letters of Credit issued by it have been returned for cancellation, have expired, or otherwise have been terminated and (y) all Obligations with respect to such Letters of Credit have been paid in full), (c) any contingent indemnification obligations in respect of asserted indemnity claims payable to the Revolving AgentLenders or their respective Affiliates (which, in the case of contingent obligations in respect thereof, shall be satisfied by providing the Administrative Agent cash collateral in an amount equal to 102.5% of such obligations; it being agreed by the parties hereto that the Administrative Agent shall (A) be entitled to apply such cash collateral solely to satisfy such obligations owing to the selling Revolving Lenders and their respective Affiliates, and (B) promptly return any unapplied portion of such cash collateral to the Administrative Agent for the benefit of the Term Lenders at such time as all such obligations have been paid in full) and (d) all expenses to the extent owing to the Revolving Lenders in accordance with the Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan PurchaserDocuments. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank the Administrative Agent in accordance with Section 2.4(c), solely for the account of the selling Revolving Agent as the Revolving Agent may designate Lenders and shall be immediately distributed to such selling Lenders in writing to the applicable Term Loan Purchasers for such purposeaccordance with their respective ratable shares. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated Lenders are received by the Revolving Administrative Agent are received in such bank account prior to 1:00 p.m. New YorkP.M., New York City time and interest and fees shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated Lenders are received by the Revolving Administrative Agent are received in such bank account later than 1:00 p.m. New YorkP.M., New York City time.

Purchase Price. Such The purchase and sale price for all of the Purchased Shares shall be made by execution Fourteen million and delivery by Two hundred Twenty-Five thousand dollars ($14,225,000) less the applicable Secured Creditors indebtedness ABGCO owes to Metropolitan Life at the time of a Commitment Transfer Supplement Closing, which debt is to be paid at closing as hereafter set forth and 1,000 units of Class A membership interest in Buyer and the purchase price for the Transferred real estate to be purchased from KMA shall be Three Million Seven Hundred Thousand dollars ($3,700,000), (the “Units,” and together with the cash portion of the purchase price, the “Purchase Price”). Seller understands that Buyer has not had the opportunity to conduct due diligence of ABGCO, and therefore this Purchase Price is subject to good faith negotiation upon Buyer’s completion of such due diligence. Notwithstanding the fact that Buyer is buying the shares of stock of ABGCO, the Purchase Price is also dependent on ABGCO owning, free and clear any liens, all of the assets used in its business, excepting those obligations incurred in the form attached normal operations of its business (which includes the existing operating line of credit in place as of the date hereof), and that the transferred real estate to be purchased from KMA will be free from all liens and encumbrances. It is understood that the Revolving Loan Credit Agreement transferred real estate and facilities used or owned by ABGCO and to be purchased from KMA include: a. The parcel of land and grain processing, grain storage (approximately 700,000 bushels capacity) and equipment located in the City of Saginaw, Michigan and commonly known as ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, but excluding therefrom the feed warehouse and bean processing portions towards the south end of the property (survey required, common wall to be established.) b. The parcel of land and grain processing, grain storage (approximately 1,000,000 bushels capacity), and equipment located in the City of Auburn, Michigan, including the new grain storage (approximately 1,500,000 bushels capacity) structures being built in the adjacent township, and commonly known as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, but excluding therefrom the navy bean processing plant and associated bin(s) at the east end of the property along the railroad tracks (“Navy Bean Plant”) but including the current ABGCO administrative office located at ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇, (survey required) (“Administrative Building”). c. The parcel of land and agronomy facilities and equipment located at 4640 Seven Mile Road., Monitor Township, Bay County, Bay City, Michigan. d. As hereinafter provided, the Term Loan Purchasers shall not be required parcel of land and grain processing, grain storage (approximately 4,900,000 bushels capacity), agronomy facilities and equipment located in Richland Township, Saginaw County, Michigan, and commonly known as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇. e. The parcel of land and grain facilities located two blocks to take promissory notes evidencing their respective interests the west of the ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ facility on ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇. f. Warehousing located directly south of the building at 504 Pine. g. The parcel of land and grain processing, grain storage (approximately 2,305,000 bushels capacity), agronomy facilities and equipment located in the Revolving Loan Obligations). Upon the date Village of such purchase and sale (or date thereafterOakley, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid feesMichigan, and expensescommonly known as ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, including reasonable attorneys’ fees ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇. h. The parcel of land and expensesgrain processing, grain storage (approximately 2,200,000 bushels capacity) and equipment located in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided ▇▇▇▇▇ Township, Saginaw County, Michigan and (z) except commonly known as otherwise provided below▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement▇▇▇▇▇▇, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time▇▇▇▇▇▇▇▇.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide In consideration for the Acquired Assets, the Purchaser shall, in addition to the Revolving Agent for the benefit assumption of the Revolving Loan Lenders as Assumed Liabilities, pay (i) to the purchase price therefor Seller at the Closing the sum of Forty-one Million Two Hundred and Seventy Thousand Dollars ($41,270,000) and (ii) to the Escrow Agent Five Million Dollars ($5,000,000) (such sum of clauses (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) being referred to as the Required "Unadjusted Cash Collateral plus (ivPurchase Price") solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank an account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account or accounts designated by the Revolving Agent are received in such bank account prior Seller and the Escrow Agent, as the case may be. The Unadjusted Cash Purchase Price, as it may be adjusted pursuant to 1:00 p.m. New YorkSection 1.6(b) and Section 1.7, New York time and interest shall be calculated referred to and including such Business Day if as the amounts so paid "Cash Purchase Price" under this Agreement. The Escrow Agent shall, immediately upon the final determination of the Working Capital Statement as determined in accordance with Section 1.7(d), pay the funds to the Seller and/or the Purchaser as set forth in the Escrow Agreement. (b) In the event that the total proceeds received or to be received from (i) any Tangible Personal Property which was owned by the applicable Term Loan Purchasers Seller, the Selling Subs or the Transferred Subs at August 31 ,2001 that has been transferred or disposed outside of the ordinary course of business (i.e., Tangible Personal Property that was transferred or disposed of pursuant to a Bankruptcy Court order or which should have been transferred or disposed of pursuant to a Bankruptcy Court order) after August 31, 2001 until the bank account designated Closing Date and (ii) any real property owned by the Revolving Agent Seller, the Selling Subs or the Transferred Subs at August 31, 2001 that has been transferred or disposed of outside of the ordinary course of business or that is subject to an agreement to be transferred outside of the ordinary course (i.e., real property that was transferred or disposed of or to be transferred or disposed of pursuant to a Bankruptcy Court order or which should have been or should be transferred or disposed of pursuant to a Bankruptcy Court order) after August 31, 2001 until the Closing Date, are received in excess of One Million Dollars ($1,000,000), the Unadjusted Cash Purchase Price shall be reduced by such bank account later than 1:00 p.m. New York, New York timeexcess.

Purchase Price. Such (a) As consideration for the purchase and sale of the Transferred Assets, Purchaser shall be made by execution and delivery by pay Seller a purchase price (the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached “Purchase Price”) equal to the Revolving Loan Credit Agreement (provided, sum of the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shallfollowing: (a1) pay or provide a premium (the “Deposit Premium”) for the Deposit Liabilities and franchise value related to the Revolving Agent Transferred Banking Center equal to one-half percent (0.5%) of the average balance of the Deposit Liabilities for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of twenty (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (4520) calendar days following ending on the consummation of fifth business day prior to the purchase Closing Date, but in no event shall the Deposit Premium exceed $780,000, and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment amount of such early termination fee premium shall not remain confidential unless required to be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation disclosed by law or in connection with any regulatory application, notice, requirement or examination; (2) with respect to such fee shall be to deliver such fee to the Revolving Agent to Personal Property, a purchase price of $34,695; (3) the extent actually received from face amount of the Borrower or any other Obligor, Coins and Currency; and (4) the unpaid principal balances plus accrued interest on the Overdraft Lines of Credit determined as required by of the foregoing clause (iv));close of business of the Transferred Banking Center on the Closing Date. (b) be deemed to have agreed not to amendIn addition, modify or waive the provisions of (i) Section 13.1 except as otherwise specifically provided herein, Purchaser shall assume as of the Revolving Loan Credit Effective Time all of the duties, obligations and liabilities of Seller (including all of Seller’s duties and obligations existing or required to be performed after the Effective Time under Sections 2.2, 2.3, 4.9, 4.11, 5.1, 5.2, 6.3, 6.4, 9.1, 9.4, 9.5, 9.6(b) and 9.7 of the FDIC Agreement so as with respect to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower Transferred Assets and the applicable Revolving Loan Creditors Assumed Liabilities, subject to any limitations stated herein (the “FDIC Obligations”)) relating to periods on or after the Effective Time relating to the Transferred Assets and the Assumed Liabilities (including all accrued interest relating to the Deposit Liabilities), and Purchaser shall have entered into separatealso assume liability for all Taxes relating to the Transferred Assets or the Assumed Liabilities for taxable periods (or portions thereof) after the Effective Time; provided, independent letter however, that any cash items paid by Seller and not cleared prior to the Effective Time shall be the responsibility of credit facility agreements (“Independent LC Agreements”) reflectingSeller, in all material respects, subject to the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; andSection 3.12. (c) be deemed to have agreed to reimburse Seller shall prepare a balance sheet substantially in the form of Exhibit 1.2(c) (or if required by any Revolving Loan Creditor, backed by standthe “Pre-by letters Closing Balance Sheet”) as of credit or cash collateral in an amount and in a manner reasonably satisfactory date not earlier than twenty (20) calendar days prior to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith Effective Time anticipated by the Revolving Agent or another Revolving Loan Creditor parties reflecting the book value of the Transferred Assets and the Assumed Liabilities as carried on the books of Seller and prepared in writing on or before accordance with generally accepted accounting principles as in effect as of the date of such purchase and sale; providedthis Agreement. Seller agrees to pay to Purchaser at the Closing, in no event will Term Loan Lenders or any Term Loan immediately available funds, the excess amount of Deposit Liabilities assumed by Purchaser have any liability for such pursuant to subsection (b) above, as reflected by the Pre-Closing Balance Sheet, over the aggregate Purchase Price computed in accordance with subsection (a) above, as reflected by the Pre-Closing Balance Sheet. The amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral paid at Closing shall be remitted by wire transfer of immediately available funds subject to such bank account of subsequent adjustment based on the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timePost-Closing Balance Sheet.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide In full consideration of the sale, transfer, assignment, conveyance and delivery of the Assets, and subject to the Revolving Agent for terms and conditions of this Agreement, the benefit of Buyer shall pay to the Revolving Loan Lenders as Seller at the purchase price therefor Closing the sum of (i) the full amount of all of One Hundred Fifty Two Million Dollars (US$152,000,000) (the Revolving Loan Obligations then outstanding and unpaid (including principal"Purchase Price"), accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is subject to be adjustment as hereinafter provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7ARTICLE III, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such the bank account of or accounts specified by the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers Seller for such purpose. Interest . (b) The following items are to be adjusted between the Buyer and the Seller as of 11:59 p.m. of the day immediately preceding the Closing Date with respect to the Real Properties. (i) real property taxes and assessments, on the basis of the fiscal year for which assessed; (ii) water rates and charges; (iii) sewer taxes and rents; (iv) common area maintenance costs, enclosed mail charges, merchants' association dues and all other fees, charges, rents, payments, costs or expenses due pursuant to any agreement affecting any Real Property; (v) electricity charges and all other utilities which are supplied to the Real Properties; (vi) personal property taxes, if any; (vii) base, minimum, ground, additional and percentage rents payable and receivable pursuant to the Leases; (viii) fuel, if any, and all taxes thereon, on the basis of readings taken as close as possible to the Closing Date; (ix) deposits with utility companies and fees and charges for transferable governmental permits and licenses; (x) security deposits under all Leases; (xi) cash on hand at the Centers; and (xii) except as may be otherwise provided herein, all other expenses incurred in connection with the operation by the Seller of any of the Real Properties shall be calculated prorated as of 11:59 p.m. on the day preceding the Closing Date, with the result that those expenses that are attributable to but excluding the Business Day on which period prior to the Closing Date shall be the obligation of the Seller and those attributable to the period from and after the Closing Date shall be the obligation of the Buyer. To the extent reasonably practicable, all such purchase and sale adjustments shall occur if be reflected in the amounts so Purchase Price paid at the Closing; otherwise, they shall be made through payments by the applicable Term Loan Purchasers Seller to the bank account designated Buyer or by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers Buyer to the bank account designated by Seller, as the Revolving Agent are received case may be, from time to time as items become ascertainable, in such bank account later than 1:00 p.m. New York, New York timeeach case without interest.

Purchase Price. Such The purchase price (the "PURCHASE PRICE") for the Assets shall be (i) $7,000,000 to be paid in cash (the "CASH AMOUNT"), and sale (ii) $33,500,000 to be paid in shares of the Series A Common Stock, $.0001 par value per share, of Purchaser ("PURCHASER COMMON STOCK"), with such number of shares of Purchaser Common Stock (the "PURCHASER SHARES") to be equal to $33,500,000 divided by the average last trade price per share of the Purchaser Common Stock for the 30-day period ending on the day immediately preceding the Closing Date, as reported under Nasdaq National Market Issues in The Wall Street Journal. Payment of the Purchase Price shall be made first by execution and delivery reducing the amounts payable hereunder by any amounts owed at the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached Closing by Seller or RCI to Purchaser (or its Affiliates), to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall extent not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (otherwise repaid or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as credited against the purchase price therefor under the sum of (i) 910 Agreement or the full RCI Agreement, under the Bridge Loan Agreement. In addition, Purchaser shall assume at Closing, and thereafter perform the Assumed Liabilities. The aggregate amount of the Purchase Price and the Assumed Liabilities (that are properly included in Purchaser's tax basis for the Assets) shall be allocated among the Assets in the manner set forth on SCHEDULE 2.05 (the "ALLOCATION"). Seller and Purchaser shall file all information and Tax Returns (and any amendments thereto) in a manner consistent with this Section 2.05 (including, without limitation, IRS Form 8594 or any successor form). If, contrary to the intent of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except parties hereto as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described expressed in this Section 72.05, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received any taxing authority makes or proposes an allocation different from the Borrower or any Allocation determined under this Section 2.05, Seller and Purchaser shall cooperate with each other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith to contest such taxing authority's allocation (or proposed allocation), provided, however, that, after consultation with the party adversely affected by such allocation (or proposed allocation), another party hereto may file such protective claims or returns but only as may be reasonably required to reserve a claim which may be barred by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date statute of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timelimitations.

Purchase Price. Such purchase The purchase, sale and sale assumption pursuant to this Section 9.17 shall be made by execution and delivery by the applicable Secured Creditors Administrative Agent, Revolving Lenders and exercising Term Lenders of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations)an Assignment and Acceptance. Upon the date of such purchase and sale sale, (or date thereafter, as applicable), i) the applicable exercising Term Loan Purchasers shall: (a) Lenders shall pay or provide to the Administrative Agent for the Obligations with respect to the Revolving Loans and Swingline Advances owing to the Revolving Lenders and the Revolving Agent, including principal, interest accrued and unpaid thereon, and any fees accrued and unpaid thereon, to the extent earned or due and payable in accordance with the Loan Documents and irrespective of whether allowed or allowable in connection with any bankruptcy or insolvency proceeding, (ii) any contingent indemnification Obligations in respect of asserted indemnity claims payable to the Revolving Lenders or their respective Affiliates (which, in the case of contingent Obligations in respect thereof, shall be satisfied by providing the Administrative Agent cash collateral in an amount equal to 100% of such obligations; it being agreed by the parties hereto that the Administrative Agent shall (A) be entitled to apply such cash collateral solely to satisfy such obligations owing to the selling Revolving Lenders and their respective Affiliates and (B) promptly return any unapplied portion of such cash collateral to the Collateral Agent for the benefit of the Revolving Loan Term Lenders at such time as all such Obligations have been paid in full) and (iii) all expenses to the purchase price therefor the sum of (i) the full amount of all of extent owing to the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case Lenders in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors Documents shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, been paid in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaserfull. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank the Collateral Agent in accordance with Section 2.13, solely for the account of the selling Revolving Agent as the Revolving Agent may designate Lenders and shall be immediately distributed to such selling Lenders in writing to the applicable Term Loan Purchasers for such purposeaccordance with their respective ratable shares. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated Lenders are received by the Revolving Administrative Agent are received in such bank account prior to 1:00 2:00 p.m. New York, (New York time City time) and interest and fees shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers Lenders are received by Administrative Agent later than 2:00 p.m. (New York City time). If, within twelve (12) months after the consummation of the purchase, sale and assumption made pursuant to this Section 9.17, any Term Lender receives any Prepayment Premium solely and directly arising from the reduction or termination of Revolving Commitments in accordance with Section 2.08(b), then such Prepayment Premium shall be segregated and held in trust and promptly paid over to the bank account designated by Revolving Agent, for the benefit of the selling Revolving Agent are received Lenders, in such bank account later than 1:00 p.m. New Yorkthe same form as received, New York timewith any necessary endorsements. For the avoidance of doubt, the foregoing sentence shall not apply to any Prepayment Premium payable in respect of the Term Loans.

Purchase Price. Such purchase and sale shall be made by execution and delivery Subject to Section 2(b), on the closing date of the transactions contemplated by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached Underwriting Agreement (without regard to any transactions related to the Revolving Loan Credit Agreement grant of any over-allotment option) (providedthe “IPO Closing”), the Term Loan Purchasers Company shall deliver to each Seller the aggregate purchase price, determined in accordance with Section 1(a) (the “Purchase Price”), for the Repurchased Securities purchased by the Company from such Seller, together with interest on the unpaid Purchase Price accrued at a rate of 8% per annum from (but not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon including) the date of the Repurchase Effective Time through and including such purchase and sale date as the Purchase Price is paid in full (or date thereafter, as applicablethe “Accrued Interest Amount”), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank an account designated by such seller (a “Cash Payment”). If the Revolving Agent are received IPO Closing does not occur on or before the date which is 15 days after the date of the Repurchase Effective Time, then, subject to Section 2(b), the Company shall use commercially reasonable efforts (including by seeking to obtain any necessary consents, and subject to the receipt of any such consents) to deliver, in such bank account prior lieu of a Cash Payment, to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if each Seller as promptly as practicable payment in the amounts so paid form of subordinated notes and/or equity securities of the Company (“Replacement Securities”) having an aggregate value (as determined by the applicable Term Loan Purchasers board of directors of the Company in good faith, and provided that the terms of such Replacement Securities must have been approved by Sellers entitled to receive at least 50% of the aggregate Purchase Price to be received by all Sellers) equal to the bank account designated aggregate Purchase Price and Accrued Interest Amount to be paid to such Seller for the Repurchased Securities purchased by the Revolving Agent are received in Company from such bank account later than 1:00 p.m. New York, New York timeSeller.

Purchase Price. Such (a) In consideration of the sale and transfer of the Equity Interests and the Purchased Assets and the assumption of the Assumed Liabilities, Buyer agrees to (i) purchase (or cause one of its Affiliates to purchase) from Seller and sale the Equity Selling Entities the Equity Interests and (ii) purchase (or cause one of its Affiliates to Purchase) from Seller and the Asset Selling Entities the Purchased Assets for an aggregate purchase price of Three Billion Seven Hundred and Ninety Million Euros (€3,790,000,000.00) (the “Initial Purchase Price”). The Initial Purchase Price is subject to adjustment prior to the Closing pursuant to Section 2.10(b) (as so adjusted, the “Closing Payment”). The Closing Payment is subject to adjustment following the Closing as set forth in Section 2.10(g). (b) If prior to the Closing, Buyer purchases Nokia Securities from Seller, then simultaneous with the Closing Buyer will surrender all of such Nokia Securities (the “Surrendered Securities”) to Seller for purchase or redemption by Seller. Upon surrender of the Nokia Securities, in lieu of payment to Buyer of the redemption or purchase price therefor, which for the avoidance of doubt shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached an amount equal to the Revolving Loan Credit Agreement principal plus accrued interest thereon (providedsuch amounts, in aggregate, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable“Redemption Amount”), the applicable Term Loan Purchasers shall:Closing Payment will be reduced by the Redemption Amount. The amount of the Closing Payment less the Redemption Amount, if any, shall be the “Closing Cash Payment”. (ac) pay or provide To the extent that Buyer is required under applicable Law to the Revolving Agent make local payment for the benefit of Equity Interests or the Revolving Loan Lenders as the purchase price therefor the sum of Purchased Assets in any particular jurisdiction directly to a Seller Entity, such payment will be made in Euros, if permissible under applicable Law. (id) the full amount of all of the Revolving Loan Obligations then outstanding Buyer shall be entitled to deduct and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as withhold from consideration otherwise provided below, any early termination fee payable or prepayment fee deemed payable pursuant to this Agreement such amounts as are required to be deducted and withheld and with respect to the Revolving Loan Credit Agreementmaking of such payment under the Code, plus or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld and are properly paid to the relevant Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller (iior the relevant Asset Selling Entity or Equity Selling Entity) the Required Cash Collateral plus (iv) solely in respect of which such deduction and withholding was made; provided, that, to the extent actually collected that any such deduction or withholding is made on account of any Transferred IP, Transferred IT Assets or Transferred Licenses which are transferred directly by Term Loan Agent Seller, the amount of consideration payable by Buyer pursuant to this Agreement shall be increased such that Seller shall receive a net amount after giving effect to any required deduction or withholding equal to the amount that Seller would have received had no such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase deduction or withholding been made. If Buyer determines that it or its Affiliates are required to deduct and sale withhold any amount as described in this Section 72.8(d), the early termination fee provided for in Section 13.1 Buyer shall notify Seller of the Revolving Loan Credit Agreement (it being understood and agreed that payment of any such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to requirement as soon as reasonably practicable after such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required determination is made by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeBuyer.

Purchase Price. Such purchase (a) The PURCHASE PRICE of the Property is $59,485,000, subject to all prorations and sale credits set forth herein, payable in immediately available United States funds at Closing (defined in SECTION 6.1). (b) The Purchase Price is allocated as follows: Individual Property's Owner Purchase Price Allocation(1) Star Ranch $32,300,000 JC Columbia $27,185,000 Total Purchase Price $59,485,000 (c) The Purchase Price is payable at Closing (defined in SECTION 6.1) as follows: (i) By Buyer taking title to the Property assuming (subject to, and inclusive of the non-recourse provisions thereof) all obligations accruing from and after the Closing Date under Seller's Existing Loans (as defined in SECTION 2.2(i)) which are generally described in SECTION 2.2(i), but excluding those obligations resulting from a default by Seller under the Existing Loans. Seller shall cooperate with and assist Buyer, but at no cost or expense to Seller (other than its attorney's fees) and without Seller or Seller Affiliates having to incur any additional obligations, in connection with the Buyer seeking consent from the Lenders for the assumption of the Existing Loans (subject to and inclusive of, the non-recourse provisions thereof) on terms and conditions acceptable to Buyer in its sole discretion and specifically without Buyer being required to agree to any material change of any term of any Existing Loan document, as a condition to Lender's approval of the assumption (the ASSUMPTION). Any and all fees or expenses required to be paid to Lenders in connection with Buyer's Assumption (subject to and inclusive of, the non-recourse provisions thereof) of the Existing Loans shall be made borne one-half (1/2) by execution Buyer and delivery one-half (1/2) by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (Seller; provided, however, any fees, expenses or payments (but not payments representing all or substantially all of the Term Loan Purchasers remaining balance of the Existing Loans) resulting from a default by Seller under the Existing Loans prior to Closing shall be paid solely by Seller at Closing. Additionally, Buyer shall use commercially reasonable efforts to obtain a release, reasonably acceptable to Seller, of all liabilities, indemnities and guarantees of Seller and Seller Affiliates accruing from and after the Closing Date under the Existing Loans (the SELLER RELEASES) but Buyer shall not be required obligated to take promissory notes evidencing their respective interests assume any additional obligations to the Lenders to do so and Seller shall not be obligated to pay any costs or fees (other than its share of the assumption fees and costs set forth above) not approved by Seller; and (ii) at the election of Seller, notice of which shall be delivered in writing to Buyer by no later than September 22, 2004 (the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicableELECTION NOTICE), the applicable Term Loan Purchasers shalleither: (aA) pay or provide By (i) Buyer paying cash, by wire transfer for disbursement to Seller at Closing, the amount of the Purchase Price, less the total amount of unpaid principal and accrued but unpaid interest owing pursuant to the Revolving Existing Loans as of the Closing Date, subject to prorations and other debits or credits provided for in this Contract (the NET AMOUNT); or (ii) Buyer paying and delivering to the Seller or Seller's designees (the DESIGNATED OWNERS), cash and units of limited partnership interest in the Buyer (UNITS) for disbursement to Seller or to the Designated Owners at Closing in the aggregate amount equal to the Net Amount. (B) All cash payable at Closing shall be sent by wire transfer to the Closing Agent for the benefit disbursement to each Seller at Closing. If all of the Revolving Loan Lenders Net Amount is payable to Seller in cash, Seller hereby directs the Buyer to pay the cash on the Closing Date to the Seller as set forth in SECTION 1.2(b). (C) If Seller makes an election pursuant to SECTION 1.2(c)(II)(A) to receive any portion of the purchase price therefor Net Amount in Units, Seller shall deliver to Buyer, together with the sum of Election Notice, a schedule to this Contract, which shall become EXHIBIT E hereto, which shall set forth, with respect to each Seller (i) the full amount of all name of the Revolving Loan Obligations then outstanding and unpaid (including principalSeller or the Designated Owners, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus total portion of the Net Amount payable to such Seller and/or Designated Owner, (iii) the portion of such amount payable to such Seller which shall be in the form of cash, (iv) solely the portion of such amount which shall be payable to such Seller or the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45Designated Owner(s) calendar days following the consummation in Units and, if more than one recipient of the purchase and sale described in this Section 7Units is designated, the early termination fee provided for in Section 13.1 specific proportions to be issued to each. The number of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not Units to be a condition issued at Closing to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee each Seller or Designated Owner shall be equal to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee unit value set forth therein or in EXHIBIT E for the respective Seller, divided by (ii) Sections 2.9 through 2.18 the per share price at which the common stock (the COMMON STOCK) of Education Realty Trust, Inc., a Maryland corporation (the REIT), is offered to the public in the underwritten initial public offering of the Common Stock (the PUBLIC OFFERING) before any discounts or fees paid to underwriters. Each Seller and Designated Owner to receive Units shall also provide to Buyer within five (5) days after Seller's delivery to Buyer of the Election Notice a duly executed accredited investor questionnaire in a form provided by Buyer (the form of which to be substantially similar to that provided to other persons to confirm their accredited investor status). If the Net Amount is payable to Seller (or the Designated Owners) in a combination of cash and Units, Seller hereby directs the Buyer to pay, issue and distribute (as applicable) the cash and the Units on the Closing Date to the Seller and/or the Designated Owners in accordance with EXHIBIT E. No fractional Units will be issued as consideration hereunder, but in lieu of issuing fractional Units, the value thereof unless and until shall be paid in cash to Seller. Each Designated Owner acknowledges that any certificates evidencing the earlier to occur of Units will bear appropriate legends indicating (1) all letters of credit issued that the Units have not been registered under the Revolving Loan Credit Agreement having terminated or expired or been cancelled Securities Act of 1933, as amended (SECURITIES ACT), and (2) that the Borrower and Buyer's Agreement of Limited Partnership (the applicable Revolving Loan Creditors BUYER'S PARTNERSHIP AGREEMENT) will restrict the transfer of the Units but such restriction shall have entered into separate, independent letter not be more restrictive than that which affects other third party Unit holders. Upon receipt of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respectsthe Units, the terms of Sections 2.9 through 2.18 Sellers or Designated Owners, as applicable, shall become limited partners of the Revolving Loan Credit Buyer and shall execute the Buyer's Partnership Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time.

Purchase Price. Such purchase The purchase, sale and sale assumption pursuant to this Section 10.26 shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (providedAdministrative Agent, the Revolver Agent, Revolving Lenders, and exercising Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations)Lenders of an Assignment and Assumption. Upon the date of such purchase and sale (or date thereafter, as applicable)sale, the applicable exercising Term Loan Purchasers shall: Lenders shall (a) pay or provide to the Revolving Revolver Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations, Obligations under the Secured Cash Management Agreements and Obligations under the Secured Hedge Agreements owing to any Lender that is a Revolving Lender or one of its Affiliates then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, indemnities and expenses, including reasonable attorneys’ fees and legal expenses), (b) furnish Cash Collateral to the Revolver Agent with respect to (i) the outstanding L/C Obligations in each case such amounts as are required under Section 2.03(7) (to the same extent as if an Event of Default were continuing) and (ii) any unreimbursed contingent obligations with respect to indemnification obligations, Obligations under the Secured Cash Management Agreements and Obligations under the Secured Hedge Agreements in accordance with such amount as the Revolver Agent shall determine is reasonably necessary to secure such Obligations and (c) agree to reimburse the Revolving Loan Financing DocumentsLenders for any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) but excluding (y) all such obligations for which Required Cash Collateral is in connection with any commissions, fees, costs or expenses related to be provided any issued and (z) except outstanding L/C Obligations as otherwise provided below, described above and any early termination fee checks or prepayment fee payable pursuant other payments provisionally credited to the Revolving Loan Credit AgreementObligations, plus (ii) the Required Cash Collateral plus (iv) solely and/or as to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of which the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall Lenders have not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually yet received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaserfinal payment. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank the Revolver Agent in accordance with the terms of this Agreement or as mutually agreed, solely for the account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purposeLenders. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated Lenders are received by the Revolving Revolver Agent are received in such bank account prior to 1:00 p.m. New Yorkp.m., New York City time and interest shall and fees may, at the Revolver Agent’s discretion, be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated Lenders are received by the Revolving Revolver Agent are received in such bank account later than 1:00 p.m. New Yorkp.m., New York City time.

Purchase Price. Such 8.1 ▇▇▇▇▇▇ shall purchase from IMI and sale IMI shall sell to ▇▇▇▇▇▇ all of the Licensed Product as may be made ordered by execution and delivery ▇▇▇▇▇▇ at a price (the "Purchase Price") equal to the amount which results when the Multiple is multiplied by the applicable Secured Creditors of a Commitment Transfer Supplement in Manufacturer's Cost. For the form attached to the Revolving Loan Credit Agreement (providedpurposes hereof, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests "Multiple" shall, in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereaftera given calendar year, as applicable), the applicable Term Loan Purchasers shall:be (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount in respect of all components of the Revolving Loan Obligations then outstanding Purchase Price other than that amount (the "Reader Amount") of the Manufacturer's Costs relating to monies and unpaid other consideration paid by IMI to the suppliers, contractors, and/or subcontractors of the colour measurement instrument (including principalthe "Reader"), accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable if royalties are paid pursuant to Section 4.1.1(a) in the Revolving Loan Credit Agreement, plus year in which the Licensed Product is shipped to ▇▇▇▇▇▇; (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation in respect of all components of the purchase and sale described Purchase Price other than the Reader Amount, if royalties are paid pursuant to Section 4.1.1(b) in this Section 7, the early termination fee provided for year in Section 13.1 of which the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition Licensed Product is shipped to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv))▇▇▇▇▇▇; (biii) be deemed to have agreed not to amend, modify or waive the provisions in respect of (i) Section 13.1 all components of the Revolving Loan Credit Agreement so as Purchase Price other than the Reader Amount, if royalties are paid pursuant to waive or reduce Section 4.1.1(c) in the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until year in which the earlier Licensed Product is shipped to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement▇▇▇▇▇▇; and (civ) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditorfor the Reader Amount, backed by stand-by letters ***** If the Multiple for a given Manufacturer's Cost is based upon a particular level and expectation of credit or cash collateral in an amount and Annual Sales in a manner reasonably satisfactory given calendar year giving rise to a calculation based (and, therefore, a particular royalty rate pursuant to Section 4.1.1), and if it is subsequently determined that the Revolving Agent) royalty rate for such year is different, then IMI shall, after it is determined what the Revolving Loan Creditors royalty rate in respect of indemnification obligations of Obligors under such year is, shall make such payments to ▇▇▇▇▇▇ to adjust for the Revolving Loan Financing Documents owed prior payment, without interest. ***** Subject to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; providedterms hereof, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral ▇▇▇▇▇▇ shall be remitted by wire transfer able to consult with IMI in connection with any problems arising in connection with service, regulatory or cost of immediately available funds goods issues associated with the manufacture of Licensed Products. However, if IMI ceases to such bank account of the Revolving Agent as the Revolving Agent may designate in writing supply any Licensed Products to the applicable Term Loan Purchasers for such purpose. Interest and fees ▇▇▇▇▇▇, no Administration Charge or Minimum Administration Charge shall be calculated payable to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall IMI. 8.2 The Purchase Price will be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time.F.O.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) Subject to the terms and conditions of this Agreement, at the Principal Closing, Buyer shall pay or provide cause to be paid to Seller (or one or more of its Affiliates as Seller may designate), in immediately available funds by wire transfer to one or more bank accounts designated in writing by Seller at least two business days prior to the Revolving Agent for Principal Closing Date, cash in U.S. dollars (or in a Foreign Currency (or any combination thereof) as mutually agreed by Seller and Buyer) in an amount equal to $280,000,000, less the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein Japan Purchase Price and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to China Purchase Price (the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv“Initial Purchase Price”));. (b) Notwithstanding anything to the contrary in this Agreement, the Applicable Closing with respect to Japan will not include those assets (to the extent they would otherwise be deemed considered Transferred Assets if owned by Seller and its Affiliates as of the date hereof) to be received by Seller and its Affiliates in connection with the termination of the relationship between Japan MDM, Inc. and Seller and its Affiliates, which is scheduled to occur on June 30, 2012 (the “Japan MDM Transferred Assets”), and no adjustment will be made pursuant to Section 2.04 with respect to the Japan MDM Transferred Assets. Promptly following the later of the Principal Closing Date and the date on which Seller shall have agreed not to amendreceived the Japan MDM Transferred Assets, modify or waive the provisions of (i) Seller will cause the Japan MDM Transferred Assets to be transferred to Buyer or its designee in the same manner as specified in Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or 2.02(a) and (ii) Sections 2.9 through 2.18 thereof unless and until the earlier at that time, Buyer shall pay or cause to occur be paid to Seller (or an Affiliate of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflectingSeller as Seller may designate), in all material respectsimmediately available funds by wire transfer to a bank account designated in writing by Seller at least two business days in advance, cash in U.S. dollars (or in a Foreign Currency (or any combination thereof) as mutually agreed by Seller and Buyer) in the terms of Sections 2.9 through 2.18 amount set forth in Section 2.03(b) of the Revolving Loan Credit Agreement; andDisclosure Letter (the “Japan Purchase Price”). (c) Subject to the terms and conditions of this Agreement, at the Non-Principal Country Closing with respect to China, Buyer shall pay or cause to be deemed paid to have agreed to reimburse Seller (or if required by any Revolving Loan Creditor, backed by stand-by letters an Affiliate of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor Seller as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; providedSeller may designate), in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted immediately available funds by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the a bank account designated in writing by the Revolving Agent are received in such bank account Seller at least two business days prior to 1:00 p.m. New Yorkthe Closing Date with respect to China, New York time cash in U.S. dollars (or in a Foreign Currency (or any combination thereof) as mutually agreed by Seller and interest Buyer) in the amount set forth in Section 2.03(c) of the Disclosure Letter (the “China Purchase Price”). (d) If Buyer and Seller mutually agree that all or a portion of the Initial Purchase Price, the Japan Purchase Price or the China Purchase Price shall be calculated payable in one or more Foreign Currencies, the Exchange Rate with respect to and including such Business Day if each Foreign Currency shall be determined for the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received Applicable Closing Date as set forth in such bank account later than 1:00 p.m. New York, New York timeSection 1.02(c).

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide Subject to any adjustments required pursuant to Sections 2.10 and 2.11, the Revolving Agent aggregate purchase price (the “Purchase Price”) for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of Purchased Assets is (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid seventy million dollars (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents$70,000,000) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral issuance and delivery by Purchaser to Rafaella of the Warrant, plus (iviii) solely to the extent actually collected assumption by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation Purchaser of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv));Assumed Liabilities. (b) Within sixty (60) days after the Closing Date, Purchaser shall provide the Sellers with a proposed schedule (the “Purchase Price Allocation”) allocating Purchase Price and the Assumed Liabilities in a manner consistent with Section 1060 of the Code. The Allocation Schedule shall become final and binding on the Parties ten (10) Business Days after Purchaser provides to the Sellers the Purchase Price Allocation, unless the Sellers object in writing to Purchaser, specifying the basis for their objection and preparing an alternative allocation. If the Sellers do so object, the Sellers and Purchaser shall in good faith attempt to resolve the dispute within ten (10) Business Days of written notice to Purchaser of the Sellers’ objection. Any such resolution shall be deemed final and binding on the Parties. Any unresolved disputes shall be promptly submitted to have agreed not the Reviewing Accountant for determination, with such determination being final and binding on the Parties. The Sellers and Purchaser will each pay one-half of the fees and expenses of the Reviewing Accountant. The Parties shall cooperate with each other and the Reviewing Accountant in connection with the matters contemplated by this Section 2.5(b), including, without limitation, by furnishing such information and access to amendbooks, modify or waive records (including, without limitation, accountants’ work papers), personnel and properties as may be reasonably requested. Unless required by Law, each of the provisions of Parties (i) Section 13.1 of agrees to be bound by the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or Purchase Price Allocation, (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) will prepare all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and Tax Returns in a manner reasonably satisfactory to consistent with the Revolving AgentPurchase Price Allocation, (iii) will not take a position on any Tax Return before any Taxing Authority or in any judicial proceeding that is in any way inconsistent with the Revolving Loan Creditors Purchase Price Allocation and (iv) will cooperate with each other in respect of indemnification obligations of Obligors under timely filing Forms 8594 with the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of IRS consistent with such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeallocation.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in the amount of [ ]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II and pool III, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO, IIA-IO and IIIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such purchase and sale cash shall be made payable by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached CMSI to the Revolving Loan Credit Agreement Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (provideda) the class IA-IO, IIA-IO and IIIA-IO certificates and (b) the Term Loan Purchasers shall not be required to take promissory notes class LR and class PR certificates evidencing their respective the residual interests in the Revolving Loan Obligations)lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the date of such purchase and sale (or date thereafter, as applicable)Purchase Price, the applicable Term Loan Purchasers shall: (a) pay or provide Seller shall transfer, assign, set over and otherwise convey to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of CMSI without recourse all of the Revolving Loan Obligations then outstanding Seller's right, title and unpaid (including principal, accrued interest in and unpaid interest, unpaid fees, and expensesto the mortgage loans, including reasonable attorneys’ fees all interest and expenses, in each case in accordance with principal received or receivable by the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee Seller on or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to mortgage loans (other than payments of principal and interest due and payable on the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing mortgage loans on or before the cut-off date and prepayments of such purchase principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and sale; provided, interest in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of and to the proceeds of Term Loan Collateral received any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by Term Loan Lenders or CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any other Term Loan PurchaserMortgage Notes relating thereto) in recordable form. Such purchase price assignments and cash collateral endorsements shall be remitted by wire transfer of immediately available funds to such bank account not affect the rights of the Revolving Agent as the Revolving Agent may designate in writing parties hereto or to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timePooling Agreement.

Purchase Price. Such In addition to assuming the Assumed Liabilities, the aggregate price to be paid by On Stage to the Selling Entities (the "Purchase Price") for the purchase and sale of the Purchased Assets shall be equal to the following (which calculation shall be made by execution as of the Closing Date and delivery by set forth in a certificate of On Stage and CRC delivered at the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall:Closing): (a) pay or provide to $13,800,000, (b) plus, the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum lesser of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee $120,000 or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral value at the Selling Entities' cost of Inventory located at the Branson gift shop included in the Purchased Assets, plus 30% of the cost of the Inventory bearing the "Country Tonite" name or logo located at the Pigeon Forge gift shop, which amount shall be paid from time to time as the parties agree; (ivc) solely minus, the amount of all advance deposits (including interest accrued thereon) and pre-paid ticket sales (and ticket or amusement taxes pertaining thereto) of the Business included in the Assumed Liabilities, (d) minus the following, to the extent actually collected by Term Loan Agent such amounts relate primarily to the Purchased Assets or such Term Loan Purchasers within forty five (45) calendar days following the consummation Business, are unpaid as of the purchase date of Closing and sale described in this Section 7, have not been paid by the early termination fee provided Selling Entities prior to or at the Closing: (i) the prorated amount for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition period prior to the purchase Closing Date of all real estate taxes and sale described herein assessments, both general and special, water charges and sewer rents, whether or not then due or payable, and all other normally proratable items, based upon the Term Loan Purchasers sole obligation with respect to latest assessments or actual invoices available (should any such fee proration be inaccurate based upon the actual tax ▇▇▇▇ or assessment when received, any party hereto may demand and shall be entitled to deliver such fee to the Revolving Agent to the extent actually received receive on demand, a payment from the Borrower or any other Obligor, as required by the foregoing clause (iv)correcting such inaccuracy); (bii) be deemed any fees, taxes, impact fees, assessments, delinquent or otherwise, attributable to have agreed not a period prior to amendthe Closing Date; (iii) any other land use charges attributable to any period prior to the Closing Date; (iv) one-half of all necessary State of Missouri, modify or waive county and municipal transfer, document stamp and/or recording taxes incident to the provisions of transaction contemplated in this Agreement normally attributable to the grantor; (iv) Section 13.1 one-half of the Revolving Loan Credit Agreement so as to waive cost of any escrow fee and charges of any escrow agent, regardless of whether or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respectsnot such escrow agent is also counsel for any party hereto, the terms of Sections 2.9 through 2.18 issuer of the Revolving Loan Credit AgreementCommitments or the agent of such issuer; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agentvi) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts cost in excess of proceeds $5,000 of Term Loan Collateral received by Term Loan Lenders any endorsement to or affirmative insurance obtained in connection with the title insurance policies to be issued pursuant to the Commitments (as defined in Section 8.9 of this Agreement), if such endorsement or affirmative insurance is required in order for the title insurance company issuing such policies to delete any other Term Loan Purchaserexception from coverage relating to any encroachment onto and/or violation of an existing easement and/or setback requirement. Such purchase price and cash collateral On Stage shall pay the Purchase Price at Closing as follows: (x) $1,300,000 shall be remitted paid by delivery of the $1,300,000 Subordinated Promissory Note and (y) the remainder of the Purchase Price shall be paid by wire transfer of immediately available funds pursuant to such bank account of the Revolving Agent as the Revolving Agent may designate in writing written wire instructions provided by CRC no later than three business days prior to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeClosing Date.

Purchase Price. Such The Purchaser agrees to pay to the Company an aggregate purchase price of $1,000,000 (the “Purchase Price”) to purchase Shares in installments, as provided for on Schedule C attached hereto (the “Installment Schedule,” and sale each date individually, an “Installment Date”). The number of Shares that Purchaser will receive in consideration for such payments will be determined by dividing (i) the applicable portion of the purchase price due on each Installment Date (each individually, a “Payment”) by (ii) the Closing Price of the Company’s Common Stock on the date of actual payment (with fractional Shares rounded up to the next whole Share). If Purchaser fails to make full payment on any Installment Date, the number of Shares that Purchaser shall be entitled to receive, with respect to such Installment Date, will be equal to the Payment divided by the Closing Price of the Common Stock on the date of actual payment, or if such day is not a Trading Day, the Trading Day first preceding the date of actual payment. Each Payment shall be made by execution and delivery wire transfer in immediately available funds to an account designated by the applicable Secured Creditors of a Commitment Transfer Supplement in Company. Notwithstanding the form attached foregoing, with respect to the Revolving Loan Credit Agreement (providedany Installment Date, the Term Loan Purchasers Company shall not issue, and the Purchaser shall not be required to take promissory notes evidencing their respective interests in make Payment for, any Shares if the Revolving Loan Obligations). Upon the date issuance of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of Shares would result in (i) the full amount aggregate number of all Shares issued pursuant to this Agreement being greater than 19.9% of the Revolving Loan Obligations then number of shares of the Company’s Common Stock issued and outstanding and unpaid on the date hereof (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with exclusive of any shares held by affiliates of the Revolving Loan Financing DocumentsCompany) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation Company being in violation of the purchase and sale described in this Section 7any listing requirements, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower corporate governance rules or any other Obligorrules and regulations of the NASD or the Nasdaq National Market or any other market or exchange on which the Company’s Common Stock is then listed or quoted; in which case the Company and the Purchaser will, as required by if legally permissible, adjust the foregoing clause (iv)); (b) amount of the Payment due, and the number of Shares to be deemed to have agreed not to amendissued, modify or waive so that the provisions of conditions specified in sub-clauses (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or and (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) would be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timesatisfied.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) At the Closing, Buyer shall pay or provide to the Revolving Agent ISA, for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principalSellers, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent or accounts as the Revolving Agent may designate ISA specifies in writing (which instructions shall be provided to Buyer no fewer than 2 Business Days prior to the Closing), an amount equal to (the “Initial Payment”): (i) $23,300,000; plus (ii) the Estimated Working Capital Overage, if any; minus (iii) the Estimated Working Capital Underage, if any; minus (iv) the Escrow Amount; minus (v) the Payoff Amounts. (b) In addition, at the Closing, Buyer shall (i) remit to the Escrow Agent the Escrow Amount, and (ii) deliver the Payoff Amounts (other than the Capital Lease Deduct amount, which amount shall be retained by Buyer) to the applicable Term Loan Purchasers for such purpose. Interest and fees Persons via wire transfer of immediately available funds in the manner set forth in the Closing Statement (provided, however, that the portions of the Payoff Amount properly attributable to Tax withholdings as required by applicable Legal Requirements, if any, shall be calculated remitted to but excluding the appropriate taxing authorities in due course). The Parties acknowledge and agree that in no event shall Buyer be obligated to disburse funds hereunder in excess of the Purchase Price. (c) Buyer shall be entitled to deduct and withhold from the Initial Payment to ISA hereunder all Taxes that Buyer may be required to deduct and withhold under any applicable provision of Tax-related Legal Requirements. To the extent that any such withheld amounts are properly deducted or withheld and remitted to the relevant taxing Governmental Authority in accordance with applicable Legal Requirements, they shall be treated as delivered to ISA hereunder. If Buyer intends to withhold any Taxes pursuant to this Section 2.05(c) from amounts payable to ISA, Buyer shall provide written notice to ISA at least three (3) Business Day on which such purchase and sale shall occur if Days in advance of Closing stating the amounts so proposed to be withheld and the reasons for the withholding, and shall provide ISA with an opportunity to discuss whether such withholding is appropriate. Buyer shall reasonably cooperate with ISA in pursuing any refund claim relating to Taxes withheld pursuant to this Section 2.05(c). If Buyer or any of its Affiliates receives any Tax refund relating to any withholding from amounts payable or paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received ISA, Buyer will promptly pay such refund to ISA in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeimmediately available funds.

Purchase Price. Such The aggregate purchase and sale price payable for the Assets shall be made Seven Hundred Sixty-Five Million Dollars ($765,000,000), as adjusted at the Closing pursuant to Section 3.3(a) (the “Purchase Price”), and as further adjusted post-Closing pursuant to Section 3.3(c) (as so adjusted, the “Adjusted Purchase Price”). Concurrently with the execution hereof and as an inducement to each Seller to enter into this Agreement, Buyer shall deliver to the Escrow Agent identified in the Pre-Closing Escrow Agreement dated as of the date of this Agreement among Buyer, Sellers and such Escrow Agent (the “Pre-Closing Escrow Agreement”) cash in the amount of Five Million Dollars ($5,000,000) (together with interest and other earnings thereon, the “Pre-Closing Deposit”) to secure, in part, Buyer’s obligations hereunder. If and when Buyer substitutes the Pre-Closing Letter of Credit for the Pre-Closing Deposit pursuant to Section 6.20, Sellers and Buyer shall (i) take such actions as may be required to cause the Escrow Agent under the Pre-Closing Escrow Agreement to deliver the Pre-Closing Deposit, and all earnings thereon, to Buyer in immediately available funds by execution wire transfer in accordance with Buyer’s written instructions, and delivery by (ii) enter into the applicable Secured Creditors Letter of a Commitment Transfer Supplement Credit Escrow Agreement in the form attached to hereto as Exhibit A (the Revolving Loan “Letter of Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Escrow Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, with such modifications that the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed Escrow Agent thereunder may require and that are mutually acceptable to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount Buyer and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeSellers.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in the amount of _____________% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II and pool III, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO, IIA-IO and IIIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such purchase and sale cash shall be made payable by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached CMSI to the Revolving Loan Credit Agreement Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (provideda) the class IA-IO, IIA-IO and IIIA-IO certificates and (b) the Term Loan Purchasers shall not be required to take promissory notes class LR and class PR certificates evidencing their respective the residual interests in the Revolving Loan Obligations)lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to any Underwriter any portion of the price paid to CMSI by any Underwriter pursuant to the Underwriting Agreements, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to any Underwriter. Upon payment of the date of such purchase and sale (or date thereafter, as applicable)Purchase Price, the applicable Term Loan Purchasers shall: (a) pay or provide Seller shall transfer, assign, set over and otherwise convey to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of CMSI without recourse all of the Revolving Loan Obligations then outstanding Seller's right, title and unpaid (including principal, accrued interest in and unpaid interest, unpaid fees, and expensesto the mortgage loans, including reasonable attorneys’ fees all interest and expenses, in each case in accordance with principal received or receivable by the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee Seller on or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to mortgage loans (other than payments of principal and interest due and payable on the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing mortgage loans on or before the cut-off date and prepayments of such purchase principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and sale; provided, interest in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of and to the proceeds of Term Loan Collateral received any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by Term Loan Lenders or CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any other Term Loan PurchaserMortgage Notes relating thereto) in recordable form. Such purchase price assignments and cash collateral endorsements shall be remitted by wire transfer of immediately available funds to such bank account not affect the rights of the Revolving Agent as the Revolving Agent may designate in writing parties hereto or to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timePooling Agreement.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent The aggregate purchase price (“Purchase Price”) for the benefit of Properties is One Hundred Ninety-Nine Million, Two Hundred Forty-Two Thousand, Four Hundred Fifty-Three and No/100 Dollars [($199,242,453.00)], which shall be allocated among the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case Properties in accordance with the Revolving Loan Financing Documentsallocation schedule set forth on Exhibit “B” attached hereto and incorporated herein. The Purchase Price shall be payable (i) but excluding in cash in the amounts set forth in the Cash Purchase Price column opposite the applicable Property on Exhibit B attached hereto and incorporated herein (y“Cash Purchase Price”) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) by the Required assumption of the loans encumbering the applicable Property identified on Exhibit “C” attached hereto and incorporated herein (“Assumable Loans”); provided, that the amounts set forth on Exhibit B shall be binding on Buyer for purposes of the Cash Collateral plus Purchase Price payable at Closing (ivas defined below) solely under this Section 2; and provided further, that promptly following the Closing, Buyer and CPA:14 (as successor to CPA:12) shall adjust the Purchase Price to reflect the actual outstanding loan balances of all the Assumable Loans on the Closing Date, and to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five that the outstanding loan balances on the Closing Date are less than those balances reflected on Exhibit B, CPA:14 (45as successor to CPA:12) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that shall promptly make payment to Buyer of such early termination fee difference. The obligation of Buyer and CPA:14 (as successor to CPA:12) shall not be a condition to survive the purchase and sale described herein Closing and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv));Merger. (b) Buyer shall be deemed obligated to have agreed not assume the Assumable Loans and to amend, modify or waive obtain any required approvals from the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as lenders thereof and to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflectingpay, in all material respectsaddition to the Purchase Price, any assumption fees, transfer fees and/or other costs and expenses incurred in connection with the assumption of each Assumable Loan; if an Assumable Loan is not permitted to be assumed, Buyer shall pay the Loan in full, and in addition to the Purchase Price, any applicable prepayment penalty or other fee or costs payable in connection with, or associated with, the terms prepayment of Sections 2.9 through 2.18 of such loan. Buyer and Seller shall exercise good faith reasonable efforts to obtain the Revolving Loan Credit Agreement; andlenders’ approval. (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral The Cash Purchase Price shall be remitted payable by wire transfer of immediately available funds at the Closing (as hereinafter defined). Buyers and Sellers further agree that Sellers may continue to market and sell any or all of the Properties prior to the Closing, and if any of the Properties are sold and closed prior to the Closing (any such Property, a “Transferred Property”), such Transferred Property shall be released from the terms hereof, and the Purchase Price hereunder shall be reduced by the amount of the Purchase Price allocated to such bank account of the Revolving Agent Transferred Property as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day set forth on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeExhibit “B”.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in the amount of ___________% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II and pool III, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO, IIA-IO and IIIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such purchase and sale cash shall be made payable by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached CMSI to the Revolving Loan Credit Agreement Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (provideda) the class IA-IO, IIA-IO and IIIA-IO certificates and (b) the Term Loan Purchasers shall not be required to take promissory notes class LR and class PR certificates evidencing their respective the residual interests in the Revolving Loan Obligations)lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the date of such purchase and sale (or date thereafter, as applicable)Purchase Price, the applicable Term Loan Purchasers shall: (a) pay or provide Seller shall transfer, assign, set over and otherwise convey to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of CMSI without recourse all of the Revolving Loan Obligations then outstanding Seller's right, title and unpaid (including principal, accrued interest in and unpaid interest, unpaid fees, and expensesto the mortgage loans, including reasonable attorneys’ fees all interest and expenses, in each case in accordance with principal received or receivable by the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee Seller on or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to mortgage loans (other than payments of principal and interest due and payable on the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing mortgage loans on or before the cut-off date and prepayments of such purchase principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and sale; provided, interest in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of and to the proceeds of Term Loan Collateral received any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by Term Loan Lenders or CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any other Term Loan PurchaserMortgage Notes relating thereto) in recordable form. Such purchase price assignments and cash collateral endorsements shall be remitted by wire transfer of immediately available funds to such bank account not affect the rights of the Revolving Agent as the Revolving Agent may designate in writing parties hereto or to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timePooling Agreement.

Purchase Price. Such The purchase price (“Purchase Price”) for the Assets and sale the non-competition agreements of Seller hereunder shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, calculated as applicable), the applicable Term Loan Purchasers shallfollows: (a) pay or provide Up to $412,500, pursuant to a subordinated secured promissory note made by Buyer in favor of Seller at Closing (the “Asset Purchase Note”) in the form set forth in Exhibit E attached hereto. The parties acknowledge and agree that the Asset Purchase Note shall be expressly subordinate to the Revolving Agent for Bank Note and Buyer shall not be obligated to make any payments under the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely Asset Purchase Note to the extent actually collected such payments are prohibited by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation terms of the purchase Bank Note and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition further to the purchase rights of Victory Park Management, LLC, Victory Park Credit Opportunities Master Fund, Ltd., for themselves and sale described herein in any other capacity (“VPM”) and any and all security agreements and other documents and interests granted in connection therewith, all pursuant to that certain Settlement Agreement dated April 9, 2010 and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to Order Confirming the Revolving Agent to same in C▇▇▇ ▇▇▇▇▇▇ ▇▇-▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court, Southern District of Florida, In re: QSGI, Inc. (the extent actually received from the Borrower or any other Obligor“Settlement Agreement”), as required by a result of a covenant default or otherwise or if such payment will result in a covenant default under the foregoing clause (iv));Bank Note or the Settlement Agreement; plus (b) be deemed to have agreed not to amend, modify or waive the provisions of The Earnout (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreementhereinafter defined); andplus (c) be deemed to have agreed to reimburse The Excess A/R (or as hereinafter defined), if required by any; less (d) The A/R Deficit (as hereinafter defined), if any; less (e) The Asset Purchase Note Deficit (as hereinafter defined), if any, less (f) Expenditures made as a result of Seller’s indemnity, if any, less (g) Charges made against EBITDA for any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in deficit remaining as a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account result of the Revolving Agent as the Revolving Agent may designate calculations in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time3.1 (a) – (e).

Purchase Price. (a) The Buyer agrees to assume at the Closing the Assumed Liabilities and pay to the Seller at the Closing an aggregate amount equal to $ 80,000,000 (the "Purchase Price"). Such purchase and sale Purchase Price shall be made adjusted pursuant to Section 2.6 and shall be payable in cash by execution wire transfer to the Seller in accordance with written instructions of the Seller given to the Buyer at least three (3) Business Days prior to the Closing. The Buyer's agreement to assume the Assumed Liabilities and pay the Purchase Price to the Seller is expressly premised upon the Seller's delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached Fully Funded Decommissioning Trust pursuant to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicableSection 2.1(h), the applicable Term Loan Purchasers shall: (a) pay or provide conditions of Section 6.1 and the Seller's delivery of the Seller's VEBA assets to the Revolving Agent for extent and at the benefit time provided in Section 5.7. 013 (b) In addition to the amount due pursuant to Section 2.5(a) and in consideration of the Revolving Loan Lenders assignment to Buyer of all of Seller's right, title and interest in Seller's Nuclear Electric Limited Insurance Accounts ("Seller's ▇▇▇▇ Member Accounts") including without limitation Seller's interest in the account balances therein as of the purchase price therefor Closing Date and all earnings thereon and distributions therefrom all as referred to in Section 2.1(k), Buyer shall pay Seller on December 31 next following the sum Closing Date and on each December 31 thereafter to and including the later of (i) the full amount of all December 31 of the Revolving Loan Obligations then outstanding and unpaid (including principalyear in which Buyer gives the NRC Notice of Permanent Cessation of Operations pursuant to 10 C.F.R., accrued and unpaid interest, unpaid feessec. 50.82(a)(1)(i) of Pilgrim, and expenses(ii) December 31, including reasonable attorneys’ fees 2012 ("Termination Date") 85% of the cash distributions or dividends, if any, actually received by Buyer during the calendar year ending on such December 31 from and expensesin respect to the Seller's ▇▇▇▇ Member Accounts. It is expressly understood that Buyer's obligation to pay Seller pursuant to this Section 2.5(b) shall be limited by and to the extent Buyer actually receives cash distributions or dividends (whether such distributions are of earnings or the account balance itself) with respect to the Seller's ▇▇▇▇ Member Accounts and is otherwise without recourse to Buyer. Credits made to Buyer's account without the actual distribution of cash are not a distribution for purposes hereof. The ▇▇▇▇ ▇▇▇-Laws presently do not give a member the option to elect to reduce its current ▇▇▇▇ premium in exchange for accepting a lesser cash distribution or dividend with respect to its member accounts. However, in each case the event this option is made available to Buyer in accordance the future, Buyer will not elect to reduce its premium so as to reduce the cash distributions or dividends which would otherwise be payable to Seller under this Section 2.5(b). It is also expressly understood that for purposes of determining the fund with respect to which any dividend or distribution is made the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is Seller's ▇▇▇▇ Member Accounts refer only to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable the account balance amount transferred pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected transaction contemplated by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase this Agreement as subsequently increased by earnings and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood credits thereto and agreed that payment of such early termination fee decreased by distributions and debits therefrom and shall not be a condition include, and Seller shall have no right whatsoever in, any other Nuclear Electric Insurance account balances of Buyer, whether existing on the date hereof or at any time hereafter and whether relating to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower Pilgrim or any other Obligorfacility. Buyer and Seller shall request Nuclear Electric Insurance Limited ("▇▇▇▇") to create a subaccount, if possible, to segregate the Seller's ▇▇▇▇ Member Accounts from Buyer's accounts. As soon as required by possible after the foregoing clause (iv)); (b) be deemed to have agreed not to amendClosing, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so Buyer and Seller will in conjunction with ▇▇▇▇ determine and certify as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier actual Closing Date balance of Seller's ▇▇▇▇ Member Accounts as transferred pursuant to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit this Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit In consideration of the Revolving Loan Lenders as transfer of the Purchased Assets to Buyer and the other undertakings set forth herein, the purchase price therefor (the sum of “Purchase Price”) for the Purchased Assets shall be (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, Cash Payment as set forth in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit AgreementSection 3.1(b), plus (ii) the Required Cash Collateral assumption of the Assumed Liabilities by Buyer at Closing, plus (iviii) solely Nineteen Million Dollars ($19,000,000) (the “Credit Bid Amount”), to be satisfied in the form of a credit against the Prepetition Second Lien Obligations held by the Cerberus Second Lien Lenders (pro rata among the Cerberus Second Lien Lenders based on the amount of Prepetition Second Lien Obligations owing to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation Cerberus Second Lien Lenders as of the purchase Closing) pursuant to Section 363(k) of the Bankruptcy Code. The Cure Amounts, as determined by the Bankruptcy Court, if any, necessary to cure all defaults, if any, and sale described to pay all actual or pecuniary losses that have resulted from such defaults under the Purchased Contracts assumed at Closing, shall be paid by Buyer in this addition to payment of the Purchase Price, and Sellers shall have no liability therefor. Notwithstanding anything to the contrary herein, under no circumstances shall any portion of the Credit Bid Amount be converted into or otherwise require a cash payment. If, for any reason, Buyer’s ability to credit bid all or any portion of the Credit Bid Amount pursuant to Section 7363(k) of the Bankruptcy Code is not allowed by the Bankruptcy Court (such portion, a “Negated Credit Bid Amount”), the early termination fee provided for in Section 13.1 obligation of Buyer to deliver the portion of the Revolving Loan Purchase Price attributable to the Credit Agreement Bid Amount shall be reduced dollar-for-dollar by the Negated Credit Bid Amount (it being understood which shall be allocated pro rata among the Cerberus Second Lien Lenders based on the amount of Prepetition Second Lien Obligations owing to the Cerberus Second Lien Lenders as of the Closing), no other component of the Purchase Price shall be increased, decreased or otherwise modified, and agreed that payment of such early termination fee the failure by Buyer to credit bid any Negated Credit Bid Amount shall not be constitute a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required breach of this Agreement by the foregoing clause (iv));Buyer. (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors Buyer shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted pay by wire transfer of immediately available funds (i) on the Closing Date, an amount equal to such bank account the DIP Repayment Amount to the DIP Agent in accordance with the DIP Credit Agreement and (ii) the aggregate amount of the Revolving Agent as the Revolving Agent may designate in writing all payment amounts set forth on Schedule 3.1 paid to one or more segregated accounts of Sellers to be further paid by Sellers to the applicable Term Loan Purchasers for such purposeparties in accordance with the wind down budget as provided in the Sale Order (the “Wind Down Payments” and, together with the amount in clause (i) above, the “Cash Payment”). Interest and fees Any amounts funded by the Buyer in accordance with clause (ii) above that are not spent by Sellers as set forth above shall be calculated promptly remitted to but excluding Buyer. For the Business Day on which such purchase and sale avoidance of doubt, Wind Down Payments shall occur if the amounts so paid by the applicable Term Loan Purchasers be limited to the bank account designated by the Revolving Agent are received specific applicable line item in such bank account prior Schedule 3.1, and any unused amounts in one line item may not be applied or carried over to 1:00 p.m. New York, New York time and interest any other line item (but instead shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers remitted to the bank account designated Buyer). The Buyer Deposit shall be used to make the Cash Payment at Closing, and any amount of the Buyer Deposit remaining after the Cash Payment shall be returned to Buyer. (c) Schedule 3.1(c) contains a good faith estimate by Sellers as of January 15, 2014 of (i) the Revolving Agent are received restaurants that, if closed as of such date, would give rise to Liabilities of Sellers under the WARN Act and (ii) the amount of such WARN Act Liabilities corresponding to each such restaurant. Without any further notice to Buyer or any action or consent being required by Buyer Schedule 3.1 hereof shall be automatically amended to include, and the amount of the Wind Down Payments shall automatically be increased by, the amount required to be paid under the WARN Act for any WARN Act Liabilities incurred following the date hereof in such bank account later than 1:00 p.m. New York, New York timeconnection with the closure of any of Sellers’ restaurants set forth on Schedule 3.1(c) after the date hereof.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Purchasing Creditors of a Commitment Transfer Supplement an Assignment and Acceptance Agreement in the form attached to the Revolving Loan Credit Agreement (provided, or the Term equivalent form under any Permitted Refinancing Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations)Documents. Upon the date of such purchase and sale (or date thereafter, as applicable)sale, the applicable Term Loan Purchasers shall: Purchasing Creditors shall (ai) pay or provide to the Revolving Senior Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations Senior Indebtedness then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, Eurodollar breakage or similar breakage amounts, and expenses, including reasonable attorneys’ fees and expenses), in each case in accordance without regard to any prepayment penalty or premium, (ii) furnish cash collateral to Senior Agent with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is respect to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable outstanding letters of credit that were issued pursuant to the Revolving Credit Agreement or any Permitted Refinancing Loan Documents, as applicable, in such amounts as are required under the Credit AgreementAgreement or, plus after consummation of a Permitted Refinancing, the Permitted Refinancing Loan Documents (iiprovided, that such collateralization shall not exceed 105% of the aggregate then undrawn face amount of all such letters of credit), (iii) agree to reimburse Senior Agent and the Required Cash Collateral plus Lenders for any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding letters of credit under the Credit Agreement or, after consummation of a Permitted Refinancing, the Permitted Refinancing Loan Documents as described above and any checks or other payments provisionally credited to the Senior Indebtedness, and/or as to which Lenders have not yet received final payment and (iv) solely agree to reimburse (or, to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amendSenior Agent, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed back by stand-by letters of credit (issued by issuers acceptable to the Senior Agent) or cash collateral in an amount and in a manner reasonably and pursuant to documents satisfactory to the Revolving Senior Agent) the Revolving Loan Creditors Lenders in respect of bona fide indemnification obligations of the Obligors under the Revolving Loan Financing Documents owed to a Revolving or Permitted Refinancing Loan Creditor Documents, as the case may be, as to matters or circumstances for which a claim has been asserted that could reasonably be expected to result in good faith by the Revolving any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to Senior Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan PurchaserLenders. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds Dollars to such bank account of the Revolving Senior Agent as the Revolving Senior Agent may designate in writing to the applicable Term Loan Purchasers Purchasing Creditors for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers Purchasing Creditors to the bank account designated by the Revolving Senior Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers Purchasing Creditors to the bank account designated by the Revolving Senior Agent are received in such bank account later than 1:00 p.m. New York, New York time.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide Subject to the Revolving Agent terms and conditions set forth in this Agreement, Buyer agrees to purchase and acquire the Assets from Sellers for the benefit of the Revolving Loan Lenders as the a purchase price therefor of five million dollars (US$5,000,000), payable to AMMS as set forth in Section 1.7(b) below (in the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7aggregate, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv“Purchase Price”));. (b) The Purchase Price shall be deemed to have agreed not to amend, modify or waive payable on the provisions of Closing Date as follows: (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or One million dollars (iiUS$1,000,000) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted payable by means of a cash payment by Buyer by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank an account designated by Sellers; and (ii) a number of shares of Buyer Common Stock (“Delivered Shares”) equal to the Revolving Agent are received in such bank account quotient of (x) $4,000,000 divided by (y) the average of the closing sales prices of Buyer Common Stock as reported on the Nasdaq Capital Market on the five (5) consecutive trading days immediately prior to 1:00 p.m. New York, New York time and interest (but excluding) the Closing Date shall be calculated delivered to AMMS (either by delivery of physical stock certificate in the name of AMMS or as otherwise agreed to by the Parties). (iii) Buyer shall assume the Assumed Liabilities. (c) Sellers shall qualify as goods exporters for VAT purposes in relation to the transfer of the Assets and including such Business Day if shall take all steps necessary to ensure that the amounts so delivery of the Assets to Buyer is treated as a dispatch or transportation of goods outside the European Community that is exempt from any VAT. (d) The Purchase Price is exclusive of any customs duties in relation to the import of the Assets into the United States. Should any customs duties apply, they shall be paid by the applicable Term Loan Purchasers Buyer in addition to the bank account designated Purchase Price. (e) Subject to the penalties provided in Article 1837 of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax Code, Seller and Buyer represent that the Purchase Price specified herein is the entirety of the agreed price. They acknowledge that they have been informed of the penalties which would be incurred in the event that this declaration is proven to be false and expressly undertake that this Agreement shall not be amended by any side letter increasing the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timePurchase Price. The Parties acknowledge and declare that they have agreed exclusively between themselves on the amount of the Purchase Price.

Purchase Price. Such (a) In consideration of the conveyance of the Purchased Assets by a Seller to the Depositor and the Depositor Loan Trustee for the benefit of the Depositor from time to time in accordance with Section 2.01, the Depositor shall pay to, or at the direction of, such Seller the purchase and sale price for the Loans described in the applicable Assignment Agreement, or Additional Loan Assignment, or conveyed in connection with a Renewal Loan Replacement pursuant to Section 2.03 hereof, in each case, which purchase price shall be made by execution and delivery a price (or formula for determining such price) agreed to by the applicable Secured Creditors Depositor and such Seller on or before such Addition Date (the “Purchase Price”), which price shall not in the opinion of the Depositor be materially less favorable to the Depositor than prices for transactions of a Commitment Transfer Supplement generally similar character at the time of the acquisition, taking into account the quality of the applicable Loans and other pertinent factors; provided that such consideration shall in any event not be less than reasonably equivalent value therefor. The Depositor and the form attached to Depositor Loan Trustee for the Revolving Loan Credit Agreement (provided, benefit of the Term Loan Purchasers Depositor shall not be required to take promissory notes evidencing their respective interests purchase any Loan hereunder if the Depositor does not have sufficient funds or other assets which may constitute consideration under the terms hereof (unencumbered by any Lien, including any Lien of the Issuer, the Issuer Loan Trustee or the Indenture Trustee) to pay the Purchase Price in respect of such Loan. The Depositor’s agreement to purchase Additional Loans in Section 2.03(a) shall be deemed a representation by the Revolving Loan Obligations). Upon Depositor that it will have sufficient funds to pay the applicable Purchase Price to the applicable Seller on the date of such purchase and sale specified in clause (or date thereafter, as applicable), the applicable Term Loan Purchasers shall:b) below. (ab) pay or provide The Purchase Price with respect to any Loan is payable by the Revolving Agent for Depositor at the benefit direction of the Revolving Loan Lenders as related Seller in immediately available funds on the purchase price therefor initial Funding Date or the sum of Payment Date immediately following (i) the full amount of all of the Revolving Collection Period in which Renewal Loans with respect to Renewal Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid feesReplacements become Additional Loans, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely Document Delivery Date on which the related Additional Loan Assignment is delivered to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein Issuer and the Term Issuer Loan Purchasers sole obligation Trustee with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any each other ObligorAdditional Loan sold on a Loan Action Date, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; andapplicable. (c) be deemed In the case of any Additional Loan relating to have agreed to reimburse (or if required by any Revolving a Renewal Loan CreditorReplacement, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) Purchase Price payable on the Revolving Loan Creditors applicable Payment Date in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Renewal Loan Purchasers for such purpose. Interest and fees shall be calculated on the excess, if any, of the Loan Principal Balance of such Renewal Loan over the Terminated Loan Price of the Terminated Loan relating to but excluding such Renewal Loan, in each case, at the Business Day on which such purchase and sale shall occur if time of the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeRenewal.

Purchase Price. Such (a) The amount to be paid in cash at the Closing by Purchaser (for itself and on behalf of the OGP Purchasers) for the Shares and the Purchased Assets and the assumption of the Assumed Liabilities shall be $847,000,000, as adjusted in accordance with Sections 2.09 and 6.10(a) (the “Initial Purchase Price”). The purchase price shall be the Initial Purchase Price, as adjusted in accordance with Sections 2.10 and sale 6.10 after the Closing, plus the Deferred Consideration (the “Purchase Price”). Following the Closing, any payment made by either ABB or Purchaser or any Affiliate of ABB or Purchaser Affiliate, as applicable, pursuant to the Deferred Transfer Agreement or any provision of this Agreement shall be treated as either an increase or decrease in the Purchase Price, as the case may be. (b) All monies to be transferred pursuant to this Agreement shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire electronic transfer of immediately available funds to such bank account (i) ABB’s Bank Account if a payment is due to ABB, the Sellers or any of their Affiliates (other than Affiliates which form a part of the Revolving Agent OGP Business), or, as the Revolving Agent case may designate be, to (ii) the Purchaser’s Bank Account if a payment is due to Purchaser or any of the Purchaser Affiliates. Except as required by Law or as otherwise specifically provided in writing to the applicable Term Loan Purchasers for this Agreement, such purposepayments will be made without setoff, restriction or condition and without any deduction or withholding. Interest and fees Receipt of such monies into either ABB’s Bank Account or Purchaser’s Bank Account shall be calculated received as agent for the relevant Affiliate of ABB or Purchaser Affiliate, as the case may be, to but excluding whom such monies are owed and shall be an absolute discharge to Purchaser, the Business Day on which Purchaser Affiliates, ABB or any of its Affiliates who in each case shall not be concerned to see application of any such amount thereafter. (c) Purchaser and ABB agree that the Purchase Price shall be allocated as set forth in Exhibit C (as may be restated pursuant to this Section 2.04(c)) and that the Parties shall report for all Tax purposes the transactions contemplated by this Agreement in a manner consistent with the terms of this Agreement, including the allocation method utilized in the preparation of Exhibit C for the purchase and sale of the OGP Shares and the Purchased Assets and the assumption of the Assumed Liabilities. The allocation shall occur if be restated as agreed between the amounts so paid by Parties to account for any adjustment pursuant to Sections 2.04(a), 2.09, 2.10, 6.10 and Article IX (with such restatement being based on the applicable Term Loan Purchasers principles applied in connection with the original allocation). Neither Party shall take, and ABB shall cause its Affiliates and Purchaser shall cause the Purchaser Affiliates not to take, any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation or other document or otherwise take any position inconsistent with the allocation determined pursuant to this Section 2.04(c), except to the bank account designated by the Revolving Agent are received extent required to comply with a Change of Law or as required to comply with a change in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeGAAP.

Purchase Price. Such The total purchase and sale price (“Total Purchase Price”) for the Assets shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement Two Million Dollars ($2,000,000), payable in the form attached following manner: Two Million Dollars via wire to “E. ▇▇▇▇ ▇▇▇▇, P.C. IOLTA Trust Account” in accordance with wiring instructions to be provided on the Revolving Loan Credit Closing. Attached to this Agreement on Exhibit A is a closing statement of prorations (provided, “Closing Prorations Statement”) that allocates between Buyer and Seller pro-rata the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of following: (i) revenue received by Seller prior to the full amount of all Closing but attributable to services of the Revolving Loan Obligations then outstanding Business after the Closing (minus 15% sales commissions payable to any third parties (other than Seller or the Principal Stockholders or any of their Affiliates)), (ii) lease payments made and unpaid (including principal, accrued and unpaid interest, unpaid feesother expenses paid by Seller prior to the Closing but attributable to periods after the Closing, and expenses, including reasonable attorneys’ fees and expenses, (iii) revenue arising from invoices sent to customers of the Business prior to the Closing but attributable to services to be performed after the Closing. The Closing Prorations Statement will identify in each case the customer, landlord, vendor, or other relevant party, the aggregate amount of the revenue received or to be received or the expense paid, the amount of the revenue or expense to be allocated to Buyer and to Seller with respect to each proration, and any other information Buyer and Seller agree to. The Total Purchase Price will be adjusted as shown on Exhibit A. The Total Purchase Price, as adjusted pursuant to this Article II, shall be allocated among the Assets and the non-competition covenant set forth in Article V by mutual agreement of Buyer and Seller in accordance with Section 1060 of the Revolving Loan Financing DocumentsInternal Revenue Code and the applicable Treasury Regulations. Buyer and Seller shall determine such allocation no later than ten (10) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation Closing Date. Buyer and Seller agree to make all appropriate tax filings on a basis consistent with the agreed allocation, to provide a draft of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition any required information return to the purchase other party, if requested, at least ten (10) days prior to filing any such return, and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify take a position on any return or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive in any proceeding before any court or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, governmental agency that is inconsistent with the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeallocation.

Purchase Price. Such purchase and sale If Seller shall be made in default of its obligation under this Agreement (in contrast to Seller's inability to perform any of the conditions precedent described above and elsewhere in this Agreement which shall not constitute a default), Purchaser shall have only the following options as its sole and exclusive remedy for said default to be exercised by execution written notice to Seller on or prior to Closing Date: (aa) to terminate this Agreement and delivery by obtain a return of the applicable Secured Creditors Deposit, whereupon this Agreement shall become null and void and of no further force or effect, except that if the default of Seller shall be of such a Commitment Transfer Supplement nature as to be willful and wanton in conduct, then Purchaser also shall be entitled to receive from Seller the form attached sum of $75,000 as and for full, final and agreed upon liquidated damages (the parties hereto hereby acknowledge that the amount of such damages are otherwise incapable of ascertainment) or (bb) to obtain a return of the Deposit and seek specific performance of this Agreement. If Purchaser does not file suit for Specific Performance within six (6) months of Seller's alleged default, it will be conclusively presumed that Purchaser has elected the option set forth in Section 8.1(b)(aa). Purchaser's failure to give such written notice on or prior to the Revolving Loan Credit time described above, shall be conclusive evidence that all such conditions precedent to Purchaser's obligations to Close have been satisfied. If this Agreement (provided, the Term Loan Purchasers shall not be required is terminated pursuant to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicablethis Section 8.1(b), the applicable Term Loan Purchasers shall: (a) pay Deposit shall promptly be returned to Purchaser, and all other funds and documents theretofore delivered hereunder or provide deposited in escrow by either party shall be promptly returned to such party. The rights and remedies granted to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described Purchaser in this Section 7, 8.1(b) are the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood sole rights and agreed that payment of such early termination fee shall not be a condition remedies available to the purchase Purchaser in the event of Seller's default of its obligations under this Agreement and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or Purchaser hereby waives any other Obligor, as required by the foregoing clause rights it may have at law (iv)); (bincluding claims for any tortious conduct it may allege against Seller) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeequity.

Purchase Price. Such The purchase and sale price for any Loan which Bank has demanded Broker to purchase (the “Purchase Price”) shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached an amount equal to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (ia) the full amount of all current unpaid principal balance of the Revolving Loan Obligations then outstanding at the time of purchase (or at the time of the foreclosure sale date if the related Loan has been foreclosed); (b) accrued but unpaid interest on such principal balance at the Note rate from the paid-to-date of the Loan through and unpaid including the last day of the month in which the Purchase Price is paid; (including principal, accrued and unpaid interest, unpaid fees, c) all costs and expenses, including without limitation, reasonable attorneys’ fees and expenses of counsel, incurred by Bank as a result of Broker’s breach of this Agreement or enforcing the terms of the Loan; (d) any premium paid by Bank in excess of the principal balance of the Loan at the time of purchase (excluding the service release premium) if Bank has not sold the Loan at the time of Broker’s purchase or if Bank has sold the Loan and it is required to reimburse the purchaser the premium that the purchaser paid to Bank; (e) any unreimbursed advances made by Bank, including without limitation taxes or insurance or payments authorized by the Note or the Mortgage or law to protect Bank’s interest in the Loan or related Mortgaged Property and (f) any other fees, costs or amounts relating thereto. The Purchase Price shall be reduced by (i) any proceeds of mortgage insurance collected by Bank with respect to the Loan that have not been applied to the unpaid principal balance; and (ii) if the Loan has been foreclosed and the Mortgaged Property has been sold to a third party, the proceeds of the sale price received by Bank net of all advances, costs and expenses, including but not limited to reasonable fees and expenses of counsel, incurred by Bank in each case in accordance connection with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time.

Purchase Price. Such purchase For purposes of Paragraphs 14.01 above and sale 17.04 below, the “Purchase Price” to be paid for the shares (the “Purchase Shares”) of the transferring shareholder (the “Transferor”) shall be as follows: (i) The Purchase Price shall be [*], and shall be determined in United States dollars as of a date not later than [*] calendar days following the date of the notice in writing (each, an “Exercise Notice”) provided by the Nontransferring Shareholder or Amgen, as the case may be (the “Transferee”), pursuant to Paragraph 14.03 or 17.04, as the case may be; provided that, if such determination is made by [*] in accordance with Paragraph 14.03(ii), such determination shall be made by execution and delivery as of the month preceding the date on which such [*] is made. (ii) The Purchase Price shall be determined, if possible, by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit mutual agreement of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding Transferor and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case Transferee in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is definition set forth in Paragraph 14.03(i). If Transferor and Transferee are unable to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers reach agreement within forty five (45) [*] calendar days following the consummation date of the purchase and sale described in this Section 7Exercise Notice, the early termination fee provided for Purchase Price shall be determined by [*]. If Transferor and Transferee are unable to [*], each shall choose [*] and the [*] shall, in Section 13.1 good faith, select [*]. The [*] so selected shall determine the Purchase Price, which determination shall be final and binding on Transferor and Transferee. If either Transferor or Transferee fail to select [*] within [*] calendar days after receipt of notice from the other Party specifying such failure, such other Party may select [*] in its sole discretion to determine the Purchase Price, which determination shall be final and binding on Transferor and Transferee. Transferor and Transferee shall instruct the [*] so retained to deliver a written opinion as to the Purchase Price to each of them within [*] calendar days following the selection of the Revolving Loan Credit Agreement (it being understood [*]. The cost of determining the Purchase Price, including the fees and expenses of the [*], shall, unless otherwise agreed that payment of such early termination fee shall not by Transferor and Transferee in writing, be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv));borne [*]. (biii) be deemed Corporation agrees to have agreed not furnish the [*] retained pursuant to amendParagraph 14.03(ii) with such financial, modify business or waive other information as is reasonably necessary to allow it to evaluate the provisions business, financial condition and results of (i) Section 13.1 operations of the Revolving Loan Credit Agreement so as Corporation, subject to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless execution of a reasonable confidentiality agreement between Corporation and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time[*].

Purchase Price. Such The purchase and sale price for the Assets (the “Purchase Price”) shall be made by execution and delivery by the applicable Secured Creditors consist of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide cash consideration in an amount equal to (i) the principal, interest, fees, costs and expenses as reflected on Seller’s records with respect to the Revolving Agent for the benefit Obligations as of the Revolving Closing Date and Time (the “Loan Lenders Obligations”) and (ii) the aggregate amount of the overdrafts in the deposit accounts of the Resolve Loan Parties with Seller as of the purchase price therefor end of the Business Day (as defined in the Credit Agreement) immediately preceding the Closing Date and Time (the “Cut-Off Time”) as reflected on Seller’s records (the “Cut-Off Time OD”) (the sum of (i) and (ii) being, the “Cash Consideration”); (b) Buyer’s (i) covenant and agreement, and the guaranty of such covenant and agreement by the Select Guarantors (as hereinafter defined), to indemnify Seller for any amounts actually drawn on certain letters of credit (the “Resolve Letter of Credit Indemnification Obligations”) issued pursuant to the Loan Documents and more particularly described on Exhibit Cattached hereto (the “Resolve Letters of Credit”) and (ii) covenant and agreement to replace each of the Resolve Letters of Credit prior to the date stated next to the particular Resolve Letter of Credit on Exhibit Cattached hereto by which Seller must give notice to the beneficiary of non-renewal of such Resolve Letter of Credit unless Buyer shall have notified Seller prior to such date of Buyer’s election not to replace any Resolve Letter(s) of Credit, in which case (A) Seller shall give all notices required to cause such Resolve Letter(s) of Credit not to be renewed and (B) Buyer and the Select Guarantors shall be responsible for the Resolve Letter of Credit Indemnification Obligations arising from any draws on such Resolve Letter(s) of Credit; and (c) Buyer’s express covenant and agreement, and the guaranty of such covenant and agreement by the Select Guarantors, upon receipt of written notice by Buyer in accordance with Section 6 hereof, to indemnify Seller for (i) all checks and other items drawn on, and electronic payment orders made by third parties against, the Resolve Loan Parties’ deposit accounts at Seller as such checks and other items and payment orders (“Presentments”) are presented to Seller for payment, and which such Presentments were not presented to Seller for payment prior to the Cut-Off Time (the “Float”) and all service fees and expenses for the operation of the such deposit accounts and (ii) the full face amount of all checks, drafts or other instruments payable to the Resolve Loan Parties for which Seller has given the Resolve Loan Parties credit against the Obligations as of the Revolving Loan Obligations then outstanding Closing Date and Time, which on or after the Closing Date and Time are dishonored or returned to Seller or which remain unpaid (including principal, accrued and unpaid interest, unpaid feesfor any reason whatsoever, and expensesall reversals or cancellations of payment orders or other electronic funds transfers for which Seller has given credit against the Obligations as of Closing Date and Time, and all reasonable costs and expenses (including reasonable attorneys’ fees fees) related thereto. Notwithstanding anything to the contrary herein, but subject to Section 11(c)(vii), the parties agree as follows: (1) to the extent that the sum of the Loan Obligations plusthe Cut-Off Time OD plusthe Float is less than $29,000,000, the following shall apply: (A) if the sum of the Loan Obligations plusthe Cut-Off Time OD is less than $25,000,000, the Buyer Note will be in the amount equal to the sum of the Loan Obligations plusthe Cut-Off Time OD; and expenses(B) if the sum of the Loan Obligations plusthe Cut-Off Time OD is more than $25,000,000, the Buyer Note will be in each case the amount of $25,000,000 and Buyer will also pay to Seller in accordance with cash the Revolving difference between (x) the sum of Loan Financing Documents) but excluding Obligations plusthe Cut-Off Time OD and (y) all such obligations for which Required Cash Collateral is to be provided $25,000,000 on the Closing Date and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled Time; and (2) to the Borrower and extent that the applicable Revolving sum of the Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respectsObligations plusthe Cut-Off Time OD plusthe Float is more than $29,000,000, the terms of Sections 2.9 through 2.18 Buyer Note will be in the amount equal to (x) $25,000,000 plus(y) if the sum of the Revolving Loan Credit AgreementObligations plusthe Cut-Off Time OD is more than $25,000,000, the difference between (I) the sum of the Loan Obligations plusthe Cut-Off Time OD plusthe Float and (II) $29,000,000; and and if the sum of the Loan Obligations plusthe Cut-Off Time OD is more than $25,000,000, Buyer will pay the difference between (cXX) the sum of the Loan Obligations plusthe Cut-Off Time OD and (YY) the Buyer Note in cash to Seller on the Closing Date and Time. For the avoidance of doubt, the Float will be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral paid for as provided in an amount Section 6 and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect Agreement Regarding Letters of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor Credit and Deposit Accounts Related Obligations as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timereferenced therein.

Purchase Price. Such purchase and sale Except as provided in Section 2.4 of this Agreement, the “Purchase Price” per share of the Shares proposed for Transfer or Transferred shall be made by execution determined as of the last equity offering of the Company and delivery being equal to the price per share pursuant to the last equity offering, provided such equity offering of the Company was consummated within a six (6) month period of the proposed Transfer and with parties who are not Affiliates of the Company or any Shareholder, or in absence of an equity offering within the said six (6) month period, by the applicable Secured Creditors written concurrence of a Commitment Transfer Supplement Qualified Appraiser. The Qualified Appraiser shall be chosen within five (5) business days after the Triggering Date. The Company shall pay the costs and expenses of the Qualified Appraiser. The Qualified Appraiser shall develop a fair market value determination of the Company’s value in accordance with generally accepted appraisal standards, including, without limitation, consolidated historical revenues and earnings (if any), firm and anticipated additional contracts and orders, consolidated cash flow, Shareholders equity and comparable prices and values for other businesses in the form attached PV Equipment industry (the “Appraisal”). The fair market value of the Company set forth in the Appraisal shall be the basis for the final and binding Purchase Price for the Shares proposed for Transfer or Transferred. The Qualified Appraiser must be firm or individual with previous background and experience in the valuation and appraisal of corporations, which are similar in size, industry and financial condition to the Revolving Loan Credit Agreement Company. The Qualified Appraiser shall deliver a written report of its Appraisal to all parties (providedwhich Appraisal shall include the Appraiser’s determination of the Purchase Price, along with a sufficiently detailed description of the methodologies, assumptions and procedures used) within sixty (60) days after the designation of the Qualified Appraiser. However, the Term Loan Purchasers Purchase Price to be determined under this Section 2.7 shall not be required to take promissory notes evidencing their respective interests in less than the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent price offered on a firm basis for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is Shares proposed to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected Transferred by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation a bona fide third party buyer who is not an Affiliate of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 Company or of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeShareholder.

Purchase Price. Such The aggregate purchase price for the Property is Nine Million Six Hundred Thirty-Five Thousand Dollars ($9,635,000), less an amount equal to all Prepayment Fees (as hereinafter defined), if any, paid or absorbed by Buyer relating to the satisfaction of the Mortgage at Closing (the "Purchase Price"). Except with respect to the reduction in an amount equal to the Prepayment Fees set forth in the preceding sentence, Buyer acknowledges and sale agrees that the Purchase Price shall be made by execution in all respects net of any and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of all (i) assumption and other fees and all costs and expenses required to be paid ("Assumption Fees") in order for the full amount of all of Buyer to assume the Revolving Loan Obligations then mortgage encumbering the Property, as more particularly referenced on Exhibit C attached hereto (each a "Mortgage"), in accordance with the terms hereof in the event Buyer elects to assume the Mortgage, and (ii) prepayment fees, premiums, penalties or similar charges, expenses, costs and sums (other than outstanding principal and unpaid (including principal, accrued and unpaid interest) required to be paid to holder of any Mortgage pursuant to the related loan documents in order to fully satisfy such Mortgage ("Prepayment Fees"), unpaid fees, all as set forth on a payoff demand submitted by the holder of such Mortgage and expenses, including reasonable attorneys’ fees and expenses, in each case approved by the Seller. In the event that a Mortgage is not being assumed by Buyer in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral provisions hereof, the Buyer shall pay the Prepayment Fees. In the event that a Mortgage is to be provided and (z) except as otherwise provided belowassumed by Buyer in accordance with the provisions hereof, any early termination fee or prepayment fee payable pursuant the Buyer shall pay the Assumption Fees. Subject to the Revolving Loan Credit Agreementprorations and adjustments hereinafter defined, plus Seller and the Buyer mutually agree that the Purchase Price for the Property shall be allocated among Personalty and the remaining Property in accordance with the allocation set forth on Schedule 2 (collectively, the "Tax Allocations"), which Tax Allocations have been made in accordance with Section 1060 of the Internal Revenue Code of 1986 (as amended) and the Treasury Regulations promulgated thereunder. Each of the Seller and Buyer shall: (i) be bound by the Tax Allocations for purposes of determining any taxes, (ii) prepare and file any tax returns on a basis consistent with the Required Cash Collateral plus Tax Allocations, (iii) take no position inconsistent with the Tax Allocations on any applicable tax return, in any proceeding before any taxing authority or otherwise, and (iv) solely be bound by the Tax Allocations in all other public filings and reports, including but not limited to any transfer tax declarations. In the extent actually collected event that the mutually agreed-upon Tax Allocations are disputed by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following any taxing authority, the consummation party receiving notice of the purchase and sale described in this Section 7, dispute shall promptly notify the early termination fee provided for in Section 13.1 other party hereto of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee dispute. The Purchase Price shall be payable by Buyer to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, Seller as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time.follows:

Purchase Price. Such The purchase and sale price for any purchase of IRL Assets pursuant to this subsection shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor set forth in the sum Disposition Notice. The remaining terms and conditions of (i) any purchase of IRL Assets pursuant to this Section shall be the full amount of all same as the terms and conditions set forth in the Disposition Notice, except with respect to the closing of the Revolving Loan Obligations then outstanding transaction and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, herein. If the terms and conditions set forth in the Disposition Notice provide that all or any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation part of the purchase and sale described IRL Assets are intended to be Transferred in this Section 7exchange for property (other than money, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower other readily available funds or any other Obligor, as required by the foregoing clause (iv)); (bone or more promissory notes) be deemed to have agreed not to amend, modify or waive the provisions of this Section 7(u) shall apply except that the Buyer may either, at its option: (i) Section 13.1 of acquire and deliver to the Revolving Loan Credit Agreement so as to waive or reduce Transferring Entity the early termination fee set forth therein property described in the Disposition Notice, or (ii) Sections 2.9 through 2.18 thereof unless and until deliver to the earlier to occur Transferring Entity cash, a cashier's check or wire transfer of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral funds in an amount and in a manner reasonably satisfactory equal to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date fair market value of such purchase and sale; providedproperty, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess payment of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such the purchase price for the IRL Assets. If the Transferring Entity and the Buyer are unable to agree on the fair market value of such property for purposes of determining the amount of cash collateral to be delivered in lieu of such property, such fair market value shall be remitted promptly submitted for binding arbitration as provided in this Section 7(u). In lieu of delivering cash, the Buyer shall be entitled to pay the purchase price by certified or cashier's check or by wire transfer of immediately available funds funds. Buyer shall not be required to assume any liabilities or obligations of the IRLs or Transferring Entity other than obligations under contracts assigned to Buyer relating to the period after the closing of the purchase. If Buyer exercises its option to purchase, the representations, warranties and indemnities of the parties to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees transaction shall be calculated to but excluding substantially the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received same as those set forth in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timethis Agreement.

Purchase Price. Such 3.1 The purchase price for the Assets is $73,400,000, subject to such adjustments as are provided for in Clauses 2.2, 8.10, 9.4 and sale shall 14.2 of this Agreement. The Purchase Price is allocated among the Assets as set out in Schedule 12. 3.2 The Purchase Price must be made by execution and delivery paid by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached Purchaser to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shalldirected by VLF as follows: (a) pay or provide to a deposit of $30,000,000 on the Revolving Agent for signing of this Agreement (which VLF must place in an interest bearing deposit account with a bank (within the benefit meaning of the Revolving Loan Lenders as the purchase price therefor the sum of Banking Act ▇▇▇▇ (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (ivCth));; and (b) be deemed the balance on the Completion Date in accordance with Clause 4.3(a). (a) The Deposit will vest absolutely in VLF on Completion without the need for any order authorising such vesting or any other notification whatsoever. (b) If, prior to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflectingCompletion, in all material respectsaccordance with Clause 18 VLF lawfully terminates this Agreement because of a default in observance or performance by the Purchaser or the Guarantor of its obligations under this Agreement, then the terms of Sections 2.9 through 2.18 of Deposit will vest absolutely in VLF without the Revolving Loan Credit Agreement; andneed for any order authorising such vesting or any other notification whatsoever and VLF will, in its absolute discretion, be entitled to exercise any rights and remedies available to it. (c) If, prior to Completion, in accordance with Clause 18 the Purchaser lawfully terminates this Agreement because of a failure or default in observance or performance by VLF of its obligations under this Agreement, then the Deposit will vest absolutely in the Purchaser without the need for any order authorising such vesting or any other notification whatsoever and the Purchaser will, in its absolute discretion, be entitled to exercise any rights and remedies available to it. (d) Interest which accrues on the Deposit will be deemed to have agreed form part of the Deposit and will be dealt with as specified in Clauses 3.3(a) to reimburse (c). (e) For the purposes of this Clause 3.3, "INTEREST" means interest earned on the Deposit less bank charges and other moneys paid or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors payable in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account placement of the Revolving Agent as the Revolving Agent may designate Deposit in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeaccordance with Clause 3.2(a).

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent The aggregate purchase price for the benefit of Receivables originated by an Originator sold on the Revolving Loan Lenders as Initial Funding Date shall be the Purchase Price. The purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case for Receivables subsequently sold during any Settlement Period shall be calculated in accordance with the Revolving Loan Financing DocumentsPurchase Price then in effect. (b) but excluding (y) all such obligations On the Initial Funding Date, Buyer shall pay each Originator the purchase price for the Receivables originated by it sold on that date. On each Business Day after the Initial Funding Date on which Required Cash Collateral is an Originator sells any Receivables originated by it to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable Buyer pursuant to the Revolving Loan Credit Agreementterms of Section 2.1, plus (ii) until the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation termination of the purchase and sale described in this of Receivables under Section 76 hereof, Buyer shall pay to such Originator the purchase price of such Receivables (i) by depositing into such account as such Originator shall specify immediately available funds from monies then held by or on behalf of Buyer solely to the extent that such monies do not constitute Collections that are required to be identified or are deemed to be held by the Collection Agent pursuant to the Second Tier Agreement for the benefit of, or required to be distributed to, the early termination fee Agent or the Purchasers pursuant to the Second Tier Agreement or required to be paid to the Collection Agent as the Collection Agent Fee, or otherwise necessary to pay current expenses of Buyer (in its reasonable discretion) (such available monies, the "Available Funds") and provided for that such Originator has paid all amounts then due by such Originator hereunder or (ii) by increasing the principal amount owed to such Originator under a promissory note (as amended or modified from time to time, each a "Subordinated Note" and collectively the "Subordinated Notes") executed and delivered by Buyer to the order of such Originator as of the Initial Funding Date; provided, however, that the Buyer may not increase the principal amount owed under a Subordinated Note if, as a result thereof (and after giving effect thereto), the Buyer's net worth (calculated after giving effect to all such purchases and all outstanding Subordinated Notes) would be less than three percent (3%) of the aggregate Outstanding Balance of Receivables at such time. The outstanding principal amount owed to an Originator under the related Subordinated Notes may be reduced from time to time as provided in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed 3.2 hereof or by payments made by Buyer from Available Funds, provided that payment of such early termination fee Originator has paid all amounts then due to Buyer by such Originator hereunder. Each Originator shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation make all appropriate record keeping entries with respect to amounts due to such fee Originator under the related Subordinated Notes to reflect payments by Buyer thereon and increases of the principal amount thereof, and such Originator's books and records shall be constitute rebuttable presumptive evidence of the principal amount of and accrued interest owed to deliver such fee to Originator under the Revolving Agent to related Subordinated Notes. Each Originator, by accepting the extent actually received from proceeds of the Borrower or any other ObligorPurchase Price for a sale of Receivables, as required by the foregoing clause (iv)); (b) shall be deemed to have agreed not certified to amendthe Buyer the satisfaction of all conditions precedent to such sale, modify or waive and title to the provisions Receivables included in such sale shall vest in the Buyer regardless of (i) Section 13.1 of whether the Revolving Loan Credit Agreement so as conditions precedent have in fact been satisfied. All amounts to waive or reduce be paid by the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier Buyer to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors an Originator hereunder shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, be paid in all material respects, accordance with the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and hereof no later than 12:00 p.m. (cNew York time) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, when due in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent accounts as the Revolving Agent Originator may designate from time to time specify in writing writing. Payments received by an Originator after such time shall be deemed to have been received on the next Business Day. In the event that any payment becomes due on a day which is not a Business Day, then such payment shall be made on the next succeeding Business Day. The Buyer shall, to the extent permitted by law, pay to each Originator, on demand, interest on all amounts not paid when due hereunder at 2% per annum above the Prime Rate in effect on the date such payment was due; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Term Loan Purchasers for such purposelaw. Interest and fees All computations of interest payable hereunder shall be calculated to made on the basis of a year of 360 days for the actual number of days (including the first but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timelast day) elapsed.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) As payment for the Purchased Securities to be purchased by each Purchaser at each Closing (other than the Second Closing or Qualified Event Closing, if any), such Purchaser shall pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of Company (i) the full amount a price per Preferred Share to be purchased equal to $834.747 and (ii) a price for each share of all Common Stock issuable upon exercise of the Revolving Loan Obligations then outstanding and unpaid Warrants to be purchased equal to the quotient obtained by dividing (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documentsx) but excluding $165.253 by (y) all the Warrant Factor as in effect at such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv));time. (b) be deemed All consideration payable pursuant to have agreed not to amend, modify or waive the provisions of (iSection 2.9(a) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted paid in cash by wire transfer of immediately available funds to such bank an account (the "Designated Account") designated by the Administrative Agent. The Company acknowledges that payment of the Revolving Agent as the Revolving Agent may designate in writing foregoing consideration to the applicable Term Loan Purchasers Designated Account in accordance with the terms hereof shall satisfy the obligations of such Purchaser to make payment of the purchase price with respect to such Purchased Securities. (c) As payment for each Purchased Security to be purchased by each Qualified Equity Purchaser from the Initial Purchaser pursuant to Section 2.4, such Qualified Equity Purchaser shall pay to the Initial Purchaser (i) with respect to each Preferred Share, if any, an amount equal to the price per Preferred Share paid to the Company by the Initial Purchaser plus all accrued and unpaid dividends thereon and (ii) with respect to each portion of a Warrant an amount equal to a pro rata portion of the price paid to the Company by the Initial Purchaser for such purposeWarrant. Interest and fees All consideration payable pursuant to this Section 2.9(c) shall be calculated paid in cash by wire transfer of immediately available funds to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank an account designated by the Revolving Agent are received in Initial Purchaser. (d) As payment for each Purchased Security to be purchased by each Additional Purchaser from the Initial Purchaser pursuant to Section 2.6(a), such bank account prior Additional Purchaser shall pay to 1:00 p.m. New Yorkthe Initial Purchaser (i) with respect to each Preferred Share, New York time an amount equal to the price per Preferred Share paid to the Company by the Initial Purchaser plus all accrued and interest unpaid dividends thereon and (ii) with respect to each portion of a Warrant an amount equal to a pro rata portion of the price paid to the Company by the Initial Purchaser for such Warrant. All consideration payable pursuant to this Section 2.9(d) shall be calculated paid in cash by wire transfer of immediately available funds to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank an account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeInitial Purchaser.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide The purchase price for each Receivable purchased hereunder and the Related Security therefor on any day shall be an amount in the Currency in which such Receivable is denominated equal to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum product of (i) the full amount Unpaid Balance of that Receivable, times (ii) the Discount Percentage on such day. The Seller and the Purchaser hereby agree that the purchase price payable by the Purchaser pursuant to, and in accordance with, this Section 3.1(a) shall be inclusive of all value added taxes and comparable or similar Taxes and that (A) the Purchaser shall have no responsibility to pay any additional amount in respect of any such Taxes, and (B) in the event that any such Taxes are payable with respect to the payment or receipt of any such purchase price, the Seller shall promptly pay such Taxes in full or, to the extent such Taxes have already been paid by any other Person legally obligated to pay such Taxes, the Seller shall promptly reimburse such Person in full, whether out of such purchase price received by it or otherwise; provided that the Purchaser hereby agrees that it shall use all reasonable efforts to obtain, and procure that its successors and assigns obtain, the written consent (to the extent reasonably practical and to the extent any delay in paying such Taxes would not have a material adverse effect on the Purchaser or such other Person) of the Revolving Loan Seller, such consent not to be unreasonably withheld, prior to paying any such Taxes. (b) The Purchaser shall pay the Seller the purchase price with respect to each Receivable transferred by the Seller hereunder and the Related Security therefor as provided in this Section 3.1(b). (i) To the extent that on any day the Purchaser has funds available after satisfying the Senior Obligations then outstanding due and unpaid payable, the Purchaser shall on such day pay the Seller the purchase price with respect to each Receivable transferred by the Seller hereunder and the Related Security therefor on such day by the transfer of immediately available funds. (including principalii) To the extent that on any day the funds available to the Purchaser after satisfying the Senior Obligations then due and payable are insufficient to pay the entire purchase price of each Receivable and the Related Security therefor pursuant to Section 3.1(b)(i), accrued the remainder of the purchase price owing to the Seller in respect of such Receivables and unpaid interest, unpaid fees, the Related Security therefor shall be deferred and expenses, including reasonable attorneys’ fees and expenses, in each case shall be paid from time to time to the extent that funds are available for that purpose pursuant to Section 4.2 of the Servicing Agreement; provided that the purchase price for Receivables shall be payable in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation provisions hereof irrespective of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 performance of the Revolving Loan Credit Agreement (it being understood purchased Receivables, and agreed that payment of such early termination fee shall in any event not be a condition to later than one year after the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; andFinal Payout Date. (c) be deemed The Purchaser shall pay interest to have agreed the Seller on the aggregate deferred purchase price owing to reimburse the Seller from time to time under this Agreement at a variable rate per annum equal to the Base Rate from time to time in effect with respect to the Currency in which such deferred purchase price is denominated plus forty-five one hundredths of one percent (0.45%) (or if required by any Revolving Loan Creditor, backed by stand-by letters at such other rate of credit or cash collateral in an amount interest that the Purchaser and in the Seller (with the consent of the Agent) agree more accurately reflects a manner reasonably satisfactory market rate of interest on investments similar to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such deferred purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaserprice). Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to computed on the basis of the actual number of days elapsed and including such Business Day if the amounts so a three hundred and sixty (360)-day year and shall be paid by the applicable Term Loan Purchasers on each Settlement Date, to the bank account designated by extent that funds are available for that purpose pursuant to Section 4.2 of the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeServicing Agreement.

Purchase Price. Such purchase and sale shall be made on the Purchase Date by execution and delivery by the applicable First Lien Secured Creditors Parties and/or Second Lien Secured Parties of a Commitment Transfer Supplement an Assignment Agreement in the form attached to the Revolving Loan First Lien Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations)Agreement. Upon the date of such purchase and sale (or date thereafter, as applicable)Purchase Date, the applicable Term Loan Purchasers shall: Second Lien Secured Parties and any additional lenders approved by the Second Lien Agent shall (ai) pay or provide to the Revolving First Lien Agent for the benefit of the Revolving Loan Lenders First Lien Secured Parties as the purchase price therefor the sum of (ia) the full amount of all of the Revolving Loan First Lien Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, fees and expenses, including reasonable attorneys’ ' fees and expenseslegal expenses and, in each case with respect to Hedging Agreements that constitute First Lien Obligations, 100% of the aggregate amount of such First Lien Obligations (calculated in accordance with the Revolving terms of such Hedging Agreements and giving effect to any netting arrangements) that the applicable Loan Financing DocumentsParty would be required to pay if such Hedging Agreements were terminated at such time) but excluding plus (yb) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee, prepayment fee or prepayment other similar fee payable pursuant to the Revolving Loan First Lien Credit AgreementAgreement (calculated as if such assigned First Lien Obligations were repaid in full by the Borrowers at such time, plus it being understood that no processing fee will be changed in connection with such assignment) and (ii) the Required Cash Collateral plus (iv) solely provide for letters of credit to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) back up all outstanding letters of credit issued under the Revolving First Lien Loan Credit Agreement having terminated or expired or been cancelled Documents and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, then outstanding in all material respects, the terms of Sections 2.9 through 2.18 an amount equal to 101% of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by undrawn amount of such then outstanding letters of credit or provide cash collateral to secure the reimbursement obligations with respect to such letters of credit in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaseramount. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving First Lien Agent as the Revolving First Lien Agent may designate in writing to the applicable Term Loan Purchasers Second Lien Secured Parties for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers Second Lien Secured Parties to the bank account designated by the Revolving First Lien Agent are received in such bank account prior to 1:00 p.m. New Yorkp.m., New York City time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers Second Lien Secured Parties and any additional lenders approved by the Second Lien Agent to the bank account designated by the Revolving First Lien Agent are received in such bank account later than 1:00 p.m. New Yorkp.m., New York City time.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide The consideration payable by Purchaser to each Seller under this Agreement shall be based on the Revolving Agent portion of the aggregate combined value of the Assets of $481,000,000 as specified on and allocated (for the benefit purposes of this Agreement) among the Revolving Loan Lenders applicable Assets as set forth on Schedule 1.02(a) attached hereto (the amount payable to each such Seller being herein referred to as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv“Gross Purchase Price”));. (b) be deemed to have agreed not to amend, modify or waive On the provisions of Closing Date: (i) Section 13.1 of Purchaser shall deposit with the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflectingTitle Company, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds federal funds, with respect to each Seller, an amount (such amount, the “Net Purchase Price”) equal to: (1) the applicable Gross Purchase Price; (2) minus the aggregate outstanding balance on the Closing Date of the unpaid principal and accrued but unpaid interest on the Existing Debt applicable to such bank account Seller’s Rental Property (the “Closing Existing Debt Amount”) being assumed by Purchaser pursuant to Sections 1.02(b)(ii) and 1.05; (3) minus the Excess Assumption Expense paid by Purchaser as provided in Section 1.05(b), if any; (4) minus, if and to the extent any of the Revolving Agent as the Revolving Agent may designate applicable Existing Debt is assumed or prepaid/repaid by Purchaser, any other fees or expenses (other than any Assumption Expenses or Prepayment Expenses) due in writing to respect of the applicable Term Loan Purchasers Existing Debt so assumed (e.g., late fees), if any; (5) minus any Closing Existing Debt Amount repaid/prepaid by Purchaser pursuant to Section 1.05(c) (which for the avoidance of doubt shall not be duplicative of any amounts referred to in Sections 1.02(b)(i)(2) or 1.02(b)(i)(3), and shall not include any costs, fees or expenses paid by Purchaser in connection with the repayment/prepayment of such purpose. Interest and fees shall be calculated Closing Existing Debt Amount); (6) minus that portion of the Deposit allocated to but excluding such Seller pursuant to Section 1.04; (7) plus or minus, as applicable, the Business Day on which net aggregate amounts of the credits or prorations allocable to such purchase and sale shall occur Seller’s Rental Property determined pursuant to Section 1.03; and (8) plus, if applicable, the amounts so paid amount of any Impound then held by the applicable Term Loan Purchasers Lender as specified in Section 1.05(d). (ii) Subject to the bank account designated terms and conditions in Section 1.05, Purchaser shall assume and become primarily liable for or repay/prepay the aggregate Closing Existing Debt Amount, as applicable. (iii) The Title Company shall pay to each Seller, in cash by the Revolving Agent are received in such bank account prior wire transfer of immediately available federal funds pursuant to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid written wire transfer instructions delivered by the applicable Term Loan Purchasers Seller not less than one (1) Business Day prior to the bank account designated by Closing Date, the Revolving Agent are received Net Purchase Price with respect to such Seller, including the portion of the Deposit allocated to such Seller pursuant to Section 1.04. (c) Purchaser shall provide to the Sellers Purchaser’s proposed allocation of each Seller’s Gross Purchase Price, as adjusted for all payments under Section 1.03 and Article VII and for the amount of any Damages for which no indemnification payment has been received, each to the extent properly treated as consideration for purposes of Section 1060 of the Code, among such Seller’s Assets in accordance with Section 1060 of the Code promptly following Purchaser’s receipt of final appraisals for those Assets for which Purchaser obtains appraisals. Purchaser shall consider any comments from Sellers with respect thereto. The Parties shall either (i) agree upon the final allocation, and file all related Tax forms accordingly, or (ii) not agree with respect to such bank account later than 1:00 p.m. New Yorkallocation, New York timein which event the Purchaser, on the one hand, and each applicable Seller, on the other hand, shall file its related Tax forms in its sole and exclusive discretion. Notwithstanding anything in this Agreement, Purchaser may in good faith amend any Tax Returns with respect to such allocation for any reason and without notice to any Seller.

Purchase Price. Such purchase In consideration of the transfer of the Purchased Assets to Buyer and sale the other undertakings set forth in this Agreement, at the Closing Buyer shall be made by execution pay and delivery by assume the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement following (providedcollectively, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall:"PURCHASE PRICE"): (a) Subject to adjustments as provided in SECTION 1.5, Buyer shall pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor Sellers the sum of Ninety Million Dollars ($90,000,000) (the "CASH PAYMENT"). On the Closing Date, Buyer shall (i) retain an amount equal to One Million Dollars ($1,000,000) (the full "HOLDBACK AMOUNT") and (ii) pay to Sellers in readily available funds the remaining amount of all the Cash Payment (the "CLOSING PAYMENT"). On or before July 1, 2000, Buyer shall pay to Sellers in readily available funds the Holdback Amount plus interest at the annual rate of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees7%, and expensesless the amount of Buyer's indemnification claims, including reasonable attorneys’ fees if any, pursuant to ARTICLE 7 of this Agreement. (b) If at or prior to the Closing Buyer shall request Sellers to terminate any supply contract with ▇▇▇▇▇▇'▇ for a ▇▇▇▇▇▇'▇ Store, Buyer shall pay any applicable ▇▇▇▇▇▇'▇ Termination Fee required pursuant to SECTION 4.14 of this Agreement with respect to such ▇▇▇▇▇▇'▇ Store. (c) Buyer shall assume and expensesagree to pay, perform and discharge, when due, the liabilities and obligations of Sellers set forth on EXHIBIT E and all executory obligations under (i) all Assigned Contracts other than Excluded Contracts and (ii) all Existing Real Property Leases (except for any Existing Real Property Leases as to which Buyer and the respective landlords execute and deliver any amendment to the Existing Real Property Lease, which in such case the Buyer shall then only assume and agree to pay, perform and discharge, when due, the liabilities and obligations of Sellers under the Existing Real Property Lease, as so amended), in each case for any payment, performance, discharge or obligation arising from and after the Closing Date (the "ASSUMED LIABILITIES"). Except for the Assumed Liabilities, Sellers agree that Buyer shall not assume or be obligated to pay, perform, or discharge any liability, obligation, debt, charge, or expense of Sellers or Shareholders of any kind, description, or character, whether accrued, absolute, contingent, or otherwise, or whether or not disclosed to Buyer in accordance with this Agreement, the Revolving Loan Financing Documents) Disclosure Schedule, or otherwise (collectively, the "EXCLUDED LIABILITIES"), including, but excluding (y) all such not limited to, those liabilities and obligations for which Required Cash Collateral is to be provided listed on EXHIBIT F. Without limiting the generality of the foregoing, and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant notwithstanding anything to the Revolving Loan Credit contrary contained in this Agreement, plus (ii) except for the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7Assumed Liabilities, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee Buyer shall not assume or be obligated to pay, perform, or discharge any liability, obligation, debt, charge, or expense of Sellers or Shareholders even if imposed upon Buyer as a condition successor to the purchase and sale described herein and the Term Loan Purchasers sole obligation any Seller, with respect to such fee any action, suit, proceeding, or claim arising out of or relating to any event occurring, or with respect to any cause of action arising, before or after the Closing Date, whether or not asserted before or after the Closing Date, including, but not limited to, any liability, obligation, debt, charge, or expense related to Taxes, Environmental matters, agreements with sales representatives, employee benefits, obligations or policies, judgments, product warranty claims, product liability claims, and contractual claims. Sellers shall be to deliver such fee to the Revolving Agent to the extent actually received liable for all product warranty claims and all product liability claims arising from the Borrower or any other Obligor, as required products sold by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing Sellers on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeClosing Date.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide Subject to the Revolving Agent for the benefit of the Revolving Loan Lenders as subsection (c) below, the purchase price therefor ("Purchase Price") of the Acquired Assets shall equal the sum of (ia) an amount (which may be negative) determined by Seller and the full amount of all Assuming Bank pursuant to Articles II and III equal to the aggregate Book Value of the Revolving Loan Obligations then outstanding Acquired Assets, minus the aggregate Book Value of the Liabilities Assumed which shall be reflected on a balance sheet dated as of the Closing Date and unpaid based on Seller's accounting records as of the close of business on the Closing Date (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement"Closing Balance Sheet"), plus (iib) the Required Cash Collateral plus (iv) solely a premium in an amount equal to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv));$1,600,000. (b) be deemed to have agreed not to amend, modify or waive For the provisions of (i) Section 13.1 purpose of the Revolving Loan Credit Agreement so Closing, the amount due Seller or the Assuming Bank, respectively, pursuant to subsection (a) hereof shall be estimated as of the month end prior to waive Closing Date ("Interim Balance Sheet") and a settlement payment ("Settlement Payment") shall be made at Closing based upon the Interim Balance Sheet. Within 30 days after the Closing Date, or reduce at such time as the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower parties may mutually agree, Seller and the applicable Revolving Loan Creditors Assuming Bank shall have entered into separatejointly determine the actual settlement payment required by subsection (a) above and the Closing Balance Sheet, independent letter of credit facility agreements as applicable, and make appropriate adjustments (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and"Post-Closing Settlement Payment"). (c) In the event any bookkeeping omissions or errors are discovered in preparing any balance sheet for the Purchased Branches or in completing the transfer and assumptions contemplated hereby, the parties agree to correct such errors and omissions, it being understood that no adjustments will be deemed to have agreed to reimburse (made that are inconsistent with the judgments, methods, policies, or if required accounting principles utilized by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral Seller in an amount preparing and in a manner reasonably satisfactory to maintaining the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account accounting records of the Revolving Agent as Purchased Branches. Adjustments made pursuant to this Section 7.1(c) are not intended to bring the Revolving Agent may designate in writing to accounting records of the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timePurchased Branches into accordance with generally accepted accounting principles.

Purchase Price. Such purchase and sale The Purchase Price for the Property shall be made paid by execution and delivery by Purchaser to the applicable Secured Creditors of a Commitment Transfer Supplement Seller in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shallfollowing manner: (a) pay The assumption by Purchaser of certain obligations of Seller or provide its affiliates regarding the Development and the Properties including, but not limited to, those under the M▇▇▇▇▇ Agreements as defined below, including, but not limited to, payments to M▇▇▇▇▇ Properties, Inc. under the M▇▇▇▇▇ Contract set forth on Exhibit I attached hereto and incorporated herein by reference. Such assumption shall be evidenced by Purchaser's execution and delivery of an Assumption and Indemnity Agreement in the form attached as Exhibit J ("Assumption and Indemnity Agreement (Longleaf)"). The description in this Agreement of the fees due M▇▇▇▇▇ Properties, Inc. under the M▇▇▇▇▇ Contract shall not limit Purchaser's obligations under the M▇▇▇▇▇ Contract and the terms of the M▇▇▇▇▇ Contract shall control. (b) The assumption by Purchaser of all obligations of an affiliate of Seller, General Investment & Development Co., a Massachusetts business trust ("GID") or its affiliates regarding the Development and the Properties, including, but not limited to, all those obligations of GID as guarantor of Seller's obligations under the M▇▇▇▇▇ Contract. Such assumption shall be evidenced by Purchaser's execution and delivery of an Assumption and Indemnity Agreement in the form attached as Exhibit K ("Assumption and Indemnity Agreement(GID)"). The description in this Agreement of the fees due M▇▇▇▇▇ Properties, Inc. under the M▇▇▇▇▇ Contract shall not limit Purchaser's obligations under the M▇▇▇▇▇ Contract and the terms of the M▇▇▇▇▇ Contract shall control. (c) The assumption by Purchaser of any obligations of Seller under the deed of trust from Seller to the Revolving Agent for Midland Group recorded in the benefit M▇▇▇▇ County, North Carolina Registry of Deeds at Book 447, Page 72, as modified ("C▇▇▇▇▇ Deed of Trust"). Such assumption shall be evidenced by Purchaser's execution and delivery of the Revolving Loan Lenders Assumption and Indemnity Agreement (Longleaf). (d) The payment by the Purchaser to the Seller of forty-nine percent (49%) of the Net Cash Flow (as the purchase price therefor the sum of defined below) from: (i) the full amount sale of all any Property or portion of the Revolving Loan Obligations then outstanding and unpaid any Property (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations any sales for which Required Cash Collateral is agreements to be provided and (zpurchase were executed prior to January 1, 2001) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation sale of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower all or any other Obligorportion of a direct or indirect ownership interest in the Purchaser, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or and (ii) Sections 2.9 through 2.18 thereof unless hereinafter collectively "Sale Property") during the period beginning January 1, 2001 and until ending December 31, 2005. The consideration for any Sale Property shall be in cash and shall be in the earlier amount of the fair market value of the Sale Property. If the parties cannot agree on the fair market value of the Sale Property or the appropriate number of Detached Units and/or Single Family Lots or Tract Units allocable thereto to occur of (1) all letters of credit issued determine the fees due M▇▇▇▇▇ Properties, Inc. under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respectsM▇▇▇▇▇ Contract, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) fair market value shall conclusively be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith determined by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time.appraisal method described below ("Appraisal"

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached Subject to the Revolving Loan Credit Agreement terms and conditions of this Agreement, in consideration for HI Metals' acquisition of the Acquired Assets, HI Metals shall pay to Tempus the following amounts (providedcollectively, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: "Purchase Price"): (a) pay or provide at Closing (hereinafter defined), TWO MILLION AND NO/100 DOLLARS (U.S. $2,000,000.00) plus the applicable value added tax by wire transfer in immediately available funds, (b) promptly after Tempus has delivered documentation to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of HI Metals satisfactory to HI Metals evidencing that (i) the full amount of all of the Revolving Loan Obligations then outstanding indebtedness owing from Tempus to Bancomext Nacional de Comercio Exterior ("Bancomext") has been paid in full, (ii) all Liens in favor of Bancomext that encumber or cloud title to the Acquired Assets (the "Bancomext Liens") have been terminated by Bancomext, and unpaid (iii) Bancomex has taken all action necessary for the Registry Publico del Comercio to release the Bancomext Liens from the public record, an additional TWO MILLION AND NO/100 DOLLARS (U.S. $2,000,000.00) (the "Bancomext Holdback"), plus the applicable value added tax by wire transfer in immediately available funds, and (c) the payment for all Finished Inventory pursuant to Section 3.3 below. If the Bancomext Liens have not been released in full on or before March 7, 2003, HI Metals shall be permitted to apply such portion of the Bancomext Holdback as shall be necessary or advisable to pay Bancomext in full for any loans by Bancomext to Tempus (including all principal, accrued and unpaid interest, unpaid fees, prepayment charges and expenses, including reasonable attorneys’ penalties and any related fees and expenses, ) in each case in accordance with order for the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is Bancomext Liens to be provided released in full, and Tempus shall indemnify, release and hold HI Metals harmless from and against any liabilities or obligations incurred by HI Metals in connection with such dealings with Bancomext. On and after March 7, 2003, Bancomext is irrevocably authorized to (zi) except as otherwise provided belowdisclose to HI Metals and its attorneys and agents all information, any early termination fee including confidential information, of Tempus and Pachur relating directly or prepayment fee payable pursuant indirectly to the Revolving Loan Credit AgreementBancomext Liens, plus (ii) enter into all agreements and transactions with HI Metals in connection with the Required Cash Collateral plus (iv) solely payment of indebtedness of Tempus to Bancomext to the same extent actually collected as Bancomext could with Tempus and Pachur, and (iii) take all actions requested by Term Loan Agent HI Metals relating directly or such Term Loan Purchasers within forty five (45) calendar days following indirectly to the consummation Bancomext Liens, all without further consent by Tempus or Pachur. In the event HI Metals is required to exercise the rights granted by Tempus under this Section 3.2 in order to obtain a release of the purchase and sale described in this Section 7Bancomext Liens, HI Metals shall be entitled to retain the early termination fee provided for in Section 13.1 balance of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to Bancomext Holdback until the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing conditions set forth in clause (iv)); (b) be deemed above have been satisfied and all litigation or proceedings relating thereto have been concluded and are no longer subject to have agreed not to amendappeal and HI Metals has recovered from the Bancomext Holdback all of its costs, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless expenses and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaserattorney's fees. Such purchase price and cash collateral All remaining sums shall be remitted by wire transfer of immediately available funds HI Metals to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purposeTempus. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and No interest shall be calculated paid to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers Tempus with respect to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeBancomext Holdback.

Purchase Price. Such (a) As consideration for the purchase and sale shall be made of the Coaxial Interests upon exercise of the Put Option, Insight LP will: (i) Pay to the Coaxial Principals up to the full amount of the Put Price specified in Section 4.8 by execution and delivery Federal wire transfer to an account designated by the applicable Secured Creditors of a Commitment Transfer Supplement in Coaxial Principals (or by other means agreed to between Insight LP and the form attached Coaxial Principals); and (ii) Subject to Section 4.2(b), issue to the Revolving Loan Credit Agreement (providedCoaxial Principals a number of shares of ICCI Stock that, upon their sale by the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests Coaxial Principals in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicableaccordance with Section 4.2(a)(ii)(A), the applicable Term Loan Purchasers shallmanner of sale provisions of the registration statement referred to in Section 4.2(a)(ii)(A), and the underwriting agreement described therein, would generate net proceeds (after deducting underwriting discounts, commissions, and other similar investment banking charges, but without deducting other expenses of sale) at least equal to the amount by which any payment made by Insight LP pursuant to Section 4.2(a)(i) is less than the full amount of the Put Price specified in Section 4.8. If Insight LP elects to issue shares of ICCI Stock to the Coaxial Principals pursuant to this Section 4.2(a)(ii), then: (aA) pay or provide All such shares of ICCI Stock (A) shall be duly authorized and shall be validly issued and outstanding, fully paid, and non-assessable, with no personal liability attaching to the Revolving Agent for ownership thereof and (B) shall be capable of being lawfully sold to the benefit public by the Coaxial Principals within ten days after their delivery to the Coaxial Principals in a single transaction pursuant to a then effective registration statement under the Securities Act (and the registration of such shares shall be effected in accordance with the Revolving Loan Lenders as Registration Rights Agreement). (B) The Coaxial Principals will repay to Insight LP the purchase price therefor amount, if any, by which the sum of (iA) the net proceeds (after deducting underwriting discounts, commissions, and other similar investment banking charges, but without deducting other expenses of sale) realized by the Coaxial Principals from the sale of such shares of ICCI Stock plus (B) the amount of any payment made by Insight LP pursuant to Section 4.2(a)(i) exceeds the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for Put Price specified in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv));4.8. (b) be deemed If the Coaxial Principals notify Insight LP in writing at least five days prior to have agreed the Put Closing that they do not desire to amendsell the shares of ICCI Stock issued to them pursuant to Section 4.2(a)(ii) immediately following the Put Closing, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of then (1) all letters the number of credit shares of ICCI Stock issued under to the Revolving Loan Credit Agreement having terminated or expired or been cancelled Coaxial Principals shall be such that the aggregate value of such shares (calculated at the average Closing Price per share of ICCI Stock for the ten consecutive trading days immediately preceding the Put Closing) equals the amount by which any payment made by Insight LP pursuant to Section 4.2(a)(i) is less than the full amount of the Put Price specified in Section 4.8; and (2) the Borrower and the applicable Revolving Loan Creditors shall Coaxial Principals will have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”no obligation under Section 4.2(a)(ii)(B) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in with respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account shares of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeICCI Stock.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in the amount of _______________% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II and pool III, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO, IIA-IO and IIIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such purchase and sale cash shall be made payable by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached CMSI to the Revolving Loan Credit Agreement Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (provideda) the class IA-IO, IIA-IO and IIIA-IO certificates and (b) the Term Loan Purchasers shall not be required to take promissory notes class LR and class PR certificates evidencing their respective the residual interests in the Revolving Loan Obligations)lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to any Underwriter any portion of the price paid to CMSI by any Underwriter pursuant to the Underwriting Agreements, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to any Underwriter. Upon payment of the date of such purchase and sale (or date thereafter, as applicable)Purchase Price, the applicable Term Loan Purchasers shall: (a) pay or provide Seller shall transfer, assign, set over and otherwise convey to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of CMSI without recourse all of the Revolving Loan Obligations then outstanding Seller's right, title and unpaid (including principal, accrued interest in and unpaid interest, unpaid fees, and expensesto the mortgage loans, including reasonable attorneys’ fees all interest and expenses, in each case in accordance with principal received or receivable by the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee Seller on or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to mortgage loans (other than payments of principal and interest due and payable on the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing mortgage loans on or before the cut-off date and prepayments of such purchase principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and sale; provided, interest in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of and to the proceeds of Term Loan Collateral received any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by Term Loan Lenders or any CMSI to the Trustee under the Pooling Agreement and such other Term Loan Purchaserdocuments, instruments and agreements as CMSI shall reasonably request. Such purchase price CMSI hereby directs the Seller to execute and cash collateral shall be remitted by wire transfer of immediately available funds deliver to such bank account the Trustee assignments of the Revolving Agent as the Revolving Agent may designate in writing Mortgages to the applicable Term Loan Purchasers for such purpose. Interest Trustee (and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received endorsements of any Mortgage Notes relating thereto) in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time.recordable

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent The total consideration payable by Purchaser for the benefit of Shares and the Revolving Loan Lenders as the purchase price therefor the sum of other rights and benefits conferred in this Agreement shall be Two Hundred Million Dollars ($200,000,000), plus or minus (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit AgreementAdjustment Amount, plus (ii) the Required Cash Collateral plus Earnout Payment, if and when payable pursuant to Section 1.4 (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7collectively, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv“Purchase Price”));. (b) be deemed to have agreed not to amendAt the Closing, modify or waive the provisions of Purchaser shall: (i) Section 13.1 of deposit or cause to be deposited into an account designated in writing by the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory Stockholder prior to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; providedClosing, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds funds, cash in an amount equal to such bank account Two Hundred Million Dollars ($200,000,000), plus or minus the Estimated Adjustment Amount, minus the General Escrow Amount, minus the Special Indemnity Escrow Amount (the “Closing Stockholder Payment”); (ii) pay, or cause to be paid, on behalf of the Revolving Agent as Company and the Revolving Agent may designate Company Subsidiaries, the amounts reflected in writing the payoff letters delivered pursuant to Section 1.3(b), to the applicable Term Loan Purchasers lenders named therein and in the manner set forth therein; (iii) pay, or cause to be paid, on behalf of the Company and the Company Subsidiaries, the Transaction Expenses of the Company or any Company Subsidiaries that are unpaid as of the Closing; and (iv) deposit, or cause to be deposited, into escrow with the Escrow Agent, the General Escrow Amount and the Special Indemnity Escrow Amount for such purpose. Interest the purpose of securing payment of (A) Purchaser’s right to indemnification under ARTICLE VIII and fees (B) with respect to the General Escrow Amount, any amount payable to Purchaser pursuant to Section 1.3(e), which General Escrow Amount and Special Indemnity Escrow Amount shall be calculated to but excluding held and released in accordance with the Business Day on which such purchase Escrow Agreement and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeprovisions of this Agreement.

Purchase Price. Such The Purchaser agrees to pay to the Company an aggregate purchase price of $1,000,000 (the “Purchase Price”) to purchase Shares in installments, as provided for on Schedule C attached hereto (the “Installment Schedule,” and sale each date individually, an “Installment Date”). The number of Shares that Purchaser will receive in consideration for such payments will be determined by dividing (i) the applicable portion of the purchase price due on each Installment Date (each individually, a “Payment”) by (ii) the Closing Price of the Company’s Common Stock on the date of actual payment (with fractional Shares rounded up to the next whole Share). If Purchaser fails to make full payment on any Installment Date, the number of Shares that Purchaser shall be entitled to receive, with respect to such Installment Date, will be equal to the Payment divided by the Closing Price of the Common Stock on the date of actual payment, or if such day is not a Trading Day, the Trading Day first preceding the date of actual payment. Each Payment shall be made by execution and delivery wire transfer in immediately available funds to an account designated by the applicable Secured Creditors of a Commitment Transfer Supplement in Company. Notwithstanding the form attached foregoing, with respect to the Revolving Loan Credit Agreement (providedany Installment Date, the Term Loan Purchasers Company shall not issue, and the Purchaser shall not be required to take promissory notes evidencing their respective interests in make Payment for, any Shares if the Revolving Loan Obligations). Upon the date issuance of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of Shares would result in (i) the full amount aggregate number of all Shares issued pursuant to this Agreement being greater than 19.9% of the Revolving Loan Obligations then number of shares of the Company’s Common Stock issued and outstanding and unpaid on the date hereof (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with exclusive of any shares held by affiliates of the Revolving Loan Financing DocumentsCompany) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation Company being in violation of the purchase and sale described in this Section 7any listing requirements, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower corporate governance rules or any other Obligorrules and regulations of the NASD or the Nasdaq national Market or any other market or exchange on which the Company’s Common Stock is then listed or quoted; in which case the Company and the Purchase will, as required by if legally permissible, adjust the foregoing clause (iv)); (b) amount of the Payment due, and the number of Shares to be deemed to have agreed not to amendissued, modify or waive so that the provisions of conditions specified in sub-clauses (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or and (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) would be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timesatisfied.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide On the terms and subject to the Revolving Agent for the benefit conditions set forth herein, in consideration of the Revolving Loan Lenders as sale and transfer of the purchase price therefor Purchased Assets, at the sum of Closing, Purchaser shall (i) assume the full Assumed Liabilities and (ii) pay an amount in cash equal to Sixty Million Dollars ($60,000,000) (the “Closing Purchase Price” and together with the aggregate amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid feesMilestone Payments to be made pursuant to, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with Section 2.8 hereof, the Revolving Loan Financing Documents“Purchase Price”) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant Seller in immediately available funds by wire transfer to the Revolving Loan Credit Agreement, plus account(s) specified in written instructions given by Seller to Purchaser not less than two (ii2) the Required Cash Collateral plus (iv) solely Business Days prior to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv));Closing. (b) To the extent that Purchaser is required under any provision of Law to deduct and withhold Taxes on any payment hereunder, Purchaser shall withhold and deduct from the Purchase Price such required amounts and such withheld amounts shall be deemed treated for all purposes of this Agreement as having been paid to have agreed not to amendthe Persons in respect of which such deductions and withholdings were made; provided, modify or waive the provisions of however, that Purchaser may deduct such amounts only if Purchaser shall (i) Section 13.1 give Seller reasonable advance notice of the Revolving Loan Credit Agreement so as intention to waive make such deduction or reduce the early termination fee set forth therein or withholding; (ii) Sections 2.9 through 2.18 thereof unless and until explain the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated basis for such deduction or expired or been cancelled withholding, and (2iii) cooperate with Seller to the Borrower extent reasonably requested to obtain any applicable reduction of or relief from such deduction or withholding; provided, further, that, except as otherwise required by Law or applicable court order, Purchaser shall not withhold any portion of the Purchase Price if Seller delivers a non-foreign affidavit under Section 1445 of the Code and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; andTreasury Regulations promulgated thereunder. (c) The allocation of the Purchase Price among the Purchased Assets and Assumed Liabilities shall be deemed prepared by Purchaser within ninety (90) days following the Closing. Purchaser shall deliver to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in Seller a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date copy of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan proposed allocation promptly after Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account ’s determination of the Revolving Agent as proposed allocation, and Seller shall have the Revolving Agent may designate right to review and raise any objections in writing to the applicable Term Loan Purchasers for proposed allocation during the fifteen (15) day period after Seller’s receipt thereof. If S▇▇▇▇▇ does not notify Purchaser in writing of a disagreement with the proposed allocation during such purposefifteen (15) day period, the proposed allocation shall become final. Interest If Seller disagrees with respect to any item in the allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and fees Purchaser may mutually agree in writing), then the parties shall refer such dispute to an independent internationally recognized accounting firm (“Independent Accountant”) at that time to review the allocation, and make a determination as to the resolution of such allocation. The determination of the Independent Accountant regarding the allocation shall be calculated to delivered as soon as practicable following engagement of the Independent Accountant, but excluding the Business Day on which such purchase in no event more than sixty (60) days thereafter, and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the original proposed allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Independent Accountant. The finalized allocation shall be binding on Seller and Purchaser for all Tax reporting purposes and Seller and Purchaser agree to and including such Business Day if the amounts so paid refrain from taking any position inconsistent therewith, unless required by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeLaw or a final determination of a Taxing Authority.

Purchase Price. Such 2.2.1 The total purchase and sale price for the Property shall be made by execution and delivery by One Hundred Thirty-Three Million Eight Hundred Twenty-Five Thousand Dollars ($133,825,000.00) (the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations“Purchase Price”). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay increased or provide decreased by prorations and adjustments pursuant to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit this Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected and will be paid by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available good funds to such bank account of Escrow Agent on the Revolving Agent as Closing Date. 2.2.2 As additional consideration for the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur of the Property and if Purchaser proceeds to Closing, at the amounts so paid Closing, Purchaser will assume all of the covenants and obligations of Seller which are to be performed subsequent to the Closing (all such covenants and obligations of Seller to be performed prior to Closing to remain Excluded Liabilities of Seller) pursuant to all Space Leases, Equipment Leases, Bookings (to the extent described on Schedule 2.2.2, as the same may be attached hereto by the applicable Term Loan Purchasers Parties within three (3) Business Days after the Effective Date in accordance with Section 9.20, and as modified by Seller at Closing), Contracts, Rental Management Agreements, Permits and gift certificates (to the bank account designated extent described on Schedule 2.2.2, as the same may be attached hereto by the Revolving Agent are received Parties within three (3) Business Days after the Effective Date in accordance with Section 9.20, and as modified by Seller at Closing) transferred to and assumed by Purchaser at Closing. In addition, if Seller and Purchaser mutually agree in writing (which may be evidenced by the Closing Statement) that Purchaser will receive a credit at the Closing for the cost of any such bank account obligations that Seller is otherwise obligated to perform prior to 1:00 p.m. New Yorkthe Closing but has not performed prior to the Closing, New York time and interest Purchaser will assume such obligation to the extent of such credit provided to Purchaser. Purchaser hereby agrees to honor all Bookings set forth on Schedule 2.2.2 at the rate or price previously agreed to by Seller. The liabilities assumed by Purchaser in accordance with the provisions of this Section 2.2.2 shall be calculated referred to herein as the “Assumed Liabilities.” 2.2.3 Without limiting the foregoing, contemporaneously with the execution and including such Business Day if delivery of this Agreement, Purchaser has paid or agrees to pay to Seller as further consideration for this Agreement, in cash, the amounts so paid by sum of One Hundred Dollars ($100.00) (the applicable Term Loan Purchasers “Independent Consideration”), in addition to the bank account designated ▇▇▇▇▇▇▇ Money and the Purchase Price. The Independent Consideration is independent of any other consideration provided hereunder, shall be fully earned by Seller upon the Revolving Agent are received in such bank account later than 1:00 p.m. New Yorkeffective date of this Agreement, New York timeand is not refundable under any circumstances.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit In consideration of the Revolving Loan Lenders sale, conveyance, transfer, assignment and delivery of the Purchased Assets by Seller pursuant to Section 1.01(a), Buyer agrees to (i) pay to Seller U.S. $457,500,000, minus $2,850,000 (to account for certain pension-related adjustments) (the "Base Purchase Price") payable as set forth in Section 1.03 and subject to adjustment pursuant to Section 1.06 (the purchase price therefor "Purchase Price"), and (ii) undertake, assume and agree to perform, and otherwise pay, satisfy and discharge when due, and to indemnify and hold harmless Seller and its Affiliates from and against, only the sum following liabilities, obligations, claims, demands, expenses, damages or responsibilities of Seller, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due (the "Assumed Liabilities"): (i) all liabilities, obligations and commitments of Seller under the Assigned Contracts and the Assigned Permits arising or related to (i) the full amount period after the Closing and (ii) the period prior to the Closing which are reflected in the Final Closing Statement; (ii) all accrued property taxes and accrued association dues of the Business reflected in the Final Closing Statement; (iii) all liabilities, obligations and commitments to the customers of the Business for products manufactured at the Facilities after the Closing; (iv) any liability, obligation or commitment to any Continuing Employees arising out of claims made after the Closing Date, but only to the extent expressly set forth in Section 5.07; (v) the specified other liabilities, obligations and commitments of Seller identified in Schedule 1.02(a)(v); (vi) all liabilities and obligations arising out of or relating to the Business or the Purchased Assets to the extent arising during or relating to any period after the Closing; and, (vii) all liabilities that arise, are incurred or are to be performed under the Permitted Encumbrances after the Closing. (b) As of the Closing, on the terms and subject to the conditions set forth in this Agreement, Seller shall assign to Buyer all of its rights under the Revolving Loan Obligations then outstanding Assigned Contracts and unpaid (including principalthe Assigned Permits and all of its liabilities, accrued obligations and unpaid interest, unpaid feescommitments under the Assigned Contracts and the Assigned Permits, and expensesBuyer shall assume all of Seller's rights thereunder and shall assume all of Seller's liabilities, including reasonable attorneys’ fees obligations and expensescommitments thereunder; provided, in each case however, that Seller shall assign such rights and obligations only to the extent that such rights and obligations are assignable under such Assigned Contracts and Assigned Permits and Applicable Law, and no action hereunder shall constitute an assignment thereof, except to such extent and provided, further, that to the extent consent of any Person or Governmental Authority to the assignment, or notice to any Person or Governmental Authority of the assignment, is required pursuant to the terms of such Assigned Contract or Assigned Permit or Applicable Law, no assignment or attempted assignment will be deemed to have been effected by the provisions of this Agreement without such consent or notice. To the extent that an Assigned Contract or Assigned Permit or Applicable Law permits such an assignment, and notice to or consent of any Person or Governmental Authority is required, Seller shall deliver to the applicable Person or Governmental Authority the required notice in accordance with the Revolving Loan Financing Documentsterms and conditions of the applicable Contract or Permit, and shall use its commercially reasonable efforts (which shall not require any payment of money or other consideration) but excluding to obtain any required consents prior to the Closing Date. To the extent that a Contract or Permit or Applicable Law does not permit Seller to assign any Contract or Permit that would otherwise constitute a Purchased Asset, Seller shall use its commercially reasonable efforts to (yi) all provide to Buyer, at the request of Buyer, the benefits of any such Contract or Permit (to the extent permitted by Applicable Law), (ii) enforce and perform, at the request and expense of Buyer, for the account of Buyer, any rights or obligations of Seller arising from any such Contract or Permit (to the extent permitted by Applicable Law) against or in respect of any Third Party, including the right to elect to terminate any Contract or Permit (to the extent permitted by Applicable Law) in accordance with the terms thereof upon the advice of Buyer, or otherwise enter into with Buyer such other arrangements sufficient to provide equivalent benefits and burdens to Buyer and (iii) at the request of Buyer, assist in the procurement of a transfer to or assumption by the Buyer of any Permit (to the extent permitted by Applicable Law) or the issuance of a comparable Permit to the Buyer; provided that Buyer shall reimburse Seller for which Required Cash Collateral reasonable out-of-pocket expenses incurred by Seller in connection with entering into any such arrangement. (c) Prior to the Closing, Seller and Buyer shall use their commercially reasonable efforts to work together (and, if necessary and desirable, to work with the third parties to the Shared Contracts) in an effort to (i) divide, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of the Shared Contracts and (ii) if possible, novate the respective rights and obligations under and in respect of the Shared Contracts, such that, effective as of the Closing, (A) the Buyer is the beneficiary of the post-Closing rights and is responsible for the post-Closing obligations related to that portion of the Shared Contract included in the Assigned Contracts (the "OSB Portion") (so that, subsequent to the Closing, the Seller shall have no post-Closing rights or post-Closing obligations with respect to the OSB Portion of the Shared Contract) and (B) the Seller is the beneficiary of the rights and is responsible for the obligations related to each Shared Contract other than the OSB Portion (the "Non-OSB Portion") (so that, subsequent to the Closing, the Buyer shall have no rights or obligations with respect to each Non-OSB Portion of the Shared Contract). If the parties are not able to enter into an arrangement to formally divide, modify or replicate one or more of the Shared Contracts prior to the Closing as contemplated by the previous sentence, then (i) the Buyer shall be entitled to the benefits of the OSB Portion of any such Shared Contract accruing after the Closing Date to the extent that the Seller may provide such benefits (A) in a manner not in violation of the terms of such Shared Contract and (B) provided that Buyer shall reimburse Seller for reasonable out-of-pocket expenses incurred by Seller in connection with entering into any such arrangement and (ii) if the Seller provides such benefits to the Buyer, the Buyer shall perform at its sole expense the obligations of the Seller to be provided performed after the Closing under the OSB Portion of such Shared Contract. (d) Notwithstanding anything in this Agreement to the contrary, Buyer shall not assume, and Seller shall be responsible for the payment, satisfaction, performance and discharge of, and shall indemnify and hold harmless Buyer from and against, all liabilities, obligations, claims, demands, expenses, damages or responsibilities of Seller, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due other than the Assumed Liabilities, including, but not limited to, the following (zcollectively, the "Excluded Liabilities"): (i) any liabilities and obligations arising out of or relating to the Business or any Purchased Asset to the extent arising during or relating to the period prior to the Closing, including, but without limitation, all Pre-existing Environmental Liabilities; (ii) any liability, obligation or commitment, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, to the extent arising out of the operation or conduct by Seller of any business other than the Business; (iii) any liability, obligation or commitment arising out of any breach of, or nonperformance under, any Contract or Permit (including any Assigned Contract or Assigned Permit), prior to the Closing; (iv) any liability, obligation or commitment that relates primarily to, or that arises primarily out of, any Excluded Asset, or that arises out of the distribution to, or ownership or operation by, Seller or any other Person of any Excluded Asset; (v) except as otherwise provided belowset forth in Section 1.07 and Section 5.05, any early termination fee liability, obligation or prepayment fee payable pursuant commitment for Taxes, whether or not accrued, assessed or currently due and payable, (A) of Seller or (B) relating to the Revolving Loan Credit Agreementoperation or ownership of the Business or the Purchased Assets for any Tax period (or portion thereof) ending on or prior to the Closing Date; (vi) except as expressly provided in Section 5.07, plus any liability, obligation or commitment arising under any Benefit Plan; (iivii) the Required Cash Collateral plus (iv) solely except as set forth on Schedule 1.02(d)(vii), any liability, obligation or commitment relating to or arising out of infringement or misappropriation of Intellectual Property or Technology to the extent actually collected by Term Loan Agent relating to or such Term Loan Purchasers within forty five (45) calendar days following the consummation arising out of the purchase and sale described operation of the Business or products manufactured at any Facility or shipped or sold by or on behalf of the Business on or prior to the Closing; (viii) except as expressly provided in this Section 75.07, (A) any liability, obligation or commitment relating to or arising out of, the early employment of any Employee or Former Employee of Seller prior to the Closing and (B) any liability, obligation or commitment that relates to, or arises out of, the termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement employment by Seller of any Employee or Former Employee of Seller; (it being understood and agreed that payment of such early termination fee shall not be a condition to ix) the purchase and sale described herein industrial development revenue bonds and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause pollution control revenue bonds listed on Schedule 1.02 (iv)d) (ix); (bx) be deemed any liability, obligation or commitment to have agreed not to amend, modify or waive the provisions any Affiliate of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit AgreementSeller; and (cxi) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditorliabilities, backed by stand-by letters of credit or cash collateral in an amount obligations and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors commitments in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters costs and expenses incurred by Seller or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if in respect of or relating to this Agreement, including compliance by Seller with the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeterms hereof.

Purchase Price. The purchase price (the "Purchase Price") for the mortgage loans shall consist of (a) cash in the amount of [__________________]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 5.75% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II and pool III, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO, IIA-IO and IIIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such purchase and sale cash shall be made payable by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached CMSI to the Revolving Loan Credit Agreement Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (provideda) the class IA-IO, IIA-IO and IIIA-IO certificates and (b) the Term Loan Purchasers shall not be required to take promissory notes class LR and class PR certificates evidencing their respective the residual interests in the Revolving Loan Obligations)lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of the Purchase Price as such repayment to the Underwriter. Upon payment of the date of such purchase and sale (or date thereafter, as applicable)Purchase Price, the applicable Term Loan Purchasers shall: (a) pay or provide Seller shall transfer, assign, set over and otherwise convey to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of CMSI without recourse all of the Revolving Loan Obligations then outstanding Seller's right, title and unpaid (including principal, accrued interest in and unpaid interest, unpaid fees, and expensesto the mortgage loans, including reasonable attorneys’ fees all interest and expenses, in each case in accordance with principal received or receivable by the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee Seller on or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to mortgage loans (other than payments of principal and interest due and payable on the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing mortgage loans on or before the cut-off date and prepayments of such purchase principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and sale; provided, interest in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of and to the proceeds of Term Loan Collateral received any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by Term Loan Lenders or CMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any other Term Loan PurchaserMortgage Notes relating thereto) in recordable form. Such purchase price assignments and cash collateral endorsements shall be remitted by wire transfer of immediately available funds to such bank account not affect the rights of the Revolving Agent as the Revolving Agent may designate in writing parties hereto or to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timePooling Agreement.

Purchase Price. Such The figure agreed upon by both parties concerning the procurement of the home. Step 4 – Signing the Document Following the establishment of the terms and recording them within the form, the participating parties should finalize the contract by furnishing it with: Landlord(s)/Seller(s) Signature(s) Tenant(s)/Buyer(s) Signatures(s) Agent(s) Signature(s) (if applicable) Witness(es) Signature(s) (recommended) Step 5 – Using the Option to Purchase After the commencement date of the contract, the lessee may employ the option to purchase and sale shall at any point during the course of the tenancy. Should they decide to carry out this action, they will have to: Notify the Landlord/Seller – The lessee must provide the lessor with written notice of their intent to purchase (must specify a valid closing date). Fund the Purchase – They must be able to acquire the necessary financing to fund the acquisition (it is recommended that the parties include a contingency within the purchase agreement that stipulates that the contract is terminated if the buyer cannot finance the sale). Execute a Purchase Agreement – In addition to the obligations made by execution and delivery within the lease agreement, the parties are also compelled to carry out a purchase agreement for the purpose of further establishing the conditions surrounding the sale. Frequently Asked Questions (FAQ) Most folks who have their home on the market, whether they are trying to rent it out or sell it, will usually not offer the rent-to-own option. This is something that will typically have to be proposed by the applicable Secured Creditors party who wishes to carry out this type of contract. With that being said, there are a few select websites that cater to rent-to-own properties, these being: ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Can a Landlord Break a Rent-to-Own Contract? Lessees who enter into a lease-option agreement may fear that the lessor will sell the property to another party if they receive a better offer during the course of the tenancy. Luckily for the tenant, the landlord is legally required to uphold the terms & conditions made within the contract. Although, in some cases, the lessor may try to bypass the obligations of the lease-option in order to get a better price for the property. In this instance, the lessee will have to take the violating party to court to protect the arrangement. As long as the agreement is valid, the lessee should have no problem winning the suit. What Are the Cons of a Commitment Transfer Supplement Rent-to-Own Lease Agreement? As we already mentioned the pros of this contract in the form attached steps above, it is also important to know the possible disadvantages related to this document. Users should consider the following cons: For Tenants/Buyers: Non-Refundable Deposit – In order to achieve this type of transaction, the lessee will customarily be obliged to offer a monetary sum for the option to purchase the home. This will usually go towards the down payment if they decide to buy the property. But, if they decide they do not want to acquire the dwelling, then they will usually take a loss on the amount of the deposit. Higher Rent – It is not uncommon for the lessee to pay higher rent in comparison to the Revolving Loan Credit Agreement (provided, current market rate. This is because the Term Loan Purchasers shall not be required to take promissory notes evidencing seller of the home has more leverage in their respective interests in requests as they will want the Revolving Loan Obligations)best deal possible before granting this type of arrangement. Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide Maximum Purchase Price – Similar to the Revolving Agent matter of rent, a landlord/seller who is not in a desperate situation can demand a greater amount for the benefit of the Revolving Loan Lenders as the purchase price therefor in order for them to accept the sum increased risk attached to this form of (i) tenancy. Financing – Lessees who use this agreement for the full amount purpose of all gaining more time to secure the necessary financing may incur serious losses if they are unable to meet the standards of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with lender before the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation expiration of the purchase contract. (An example of this would be a lessee who has poor credit and sale described intends on increasing their score but fails to do so within the allotted timeframe and loses the initial deposit.) For Landlords/Sellers: Risk of Non-Payment – The majority of landlords/sellers getting involved in this Section 7a rent-to-own contract will rely on the payments they receive to continue paying their mortgage for the property. If the lessee ends up in a predicament where they cannot pay the rent, the early termination fee provided for in Section 13.1 owner may have to take over the costs of the Revolving Loan Credit Agreement (it being understood and original property on top of the expenses associated with their new living arrangement. Appreciation – A lessor who agreed that payment to a certain sales price at the time of such early termination fee shall not be a condition to signing the purchase and sale described herein and lease-option agreement may suffer losses if the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required property substantially increases in value by the foregoing clause (iv)); (b) be deemed time the lessee carries out their right to have agreed not to amend, modify or waive purchase the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timehome.

Purchase Price. Such purchase and sale shall be made by execution and delivery by Upon satisfaction of the applicable Secured Creditors conditions herein to acceptance of a Commitment Transfer Supplement Project Facility, or reimbursement for the costs of a Privately-Owned Dry Utility, including the conditions set forth in Sections 4(c), (d) and (e) above, the Director shall determine, and pay from the proceeds of the 2023 Series A Bonds on deposit in the form attached to related Account of the Revolving Loan Credit Agreement (providedAcquisition and Construction Fund, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests Purchase Price for such Project Facility and Privately-Owned Dry Utility in the Revolving Loan Obligationsaccordance with this Section 4(f). Upon The Purchase Price will be paid in accordance with this Section 4(f) within 45 calendar days from the date of the Director’s approval, which shall be based upon the final finding of Stantec’s (the “District Engineer”) approval, of such purchase and sale (or date thereafterProject Facility and/or Privately-Owned Dry Utility, as applicable, for acquisition and/or reimbursement. The amount to be paid for a Project Facility being acquired from the Company or, with respect to any Privately-Owned Dry Utility, the amount to be reimbursed to the Company for such Facility (hereinabove and hereinafter the “Purchase Price” as to each such Facility), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of shall (i) be determined by the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case Director in accordance with the Revolving Loan Financing Documents) but excluding (y) all provisions of this paragraph or other agreement concerning such obligations for which Required Cash Collateral is to be provided Facility, entered into between the County and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to Company approved by the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation Board of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation Supervisors with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or Facility; (ii) Sections 2.9 through 2.18 thereof unless equal the lesser of the cost or the value thereof; (iii) include the reasonable cost or value of eligible appurtenant public facilities; and until (iv) include all other costs of construction reasonably determined by the earlier Director to occur of (1) all letters of credit issued be eligible under the Revolving Loan Credit Agreement having terminated or expired or been cancelled Act as a part of the cost of the Project Facility and (2) the Borrower Privately-Owned Dry Utility, such as fees and the applicable Revolving Loan Creditors shall have entered into separatecosts incurred in obtaining permits, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respectslicenses, the terms costs of Sections 2.9 through 2.18 change orders, engineering, legal, fiscal and inspection fees constituting a part of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and salepublic improvements; provided, however, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts shall the Purchase Price exceed the amount of the contracts and change orders previously approved by the Director in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral writing, and, provided further, that the Director shall be remitted by wire transfer of immediately available funds not approve a Purchase Price which causes the Purchase Price Limit (as defined in Section 4(c) herein) applicable to such bank account Project Facility and Privately- Owned Dry Utility to be exceeded, unless such higher amount is first approved by the Board of Supervisors. The Purchase Price will not include interest on amounts disbursed by the Revolving Agent as Company and will not include construction management costs for services performed by the Revolving Agent Company (but may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so include construction management costs paid by the applicable Term Loan Purchasers Company to third parties). The Company shall provide any documentation reasonably requested by the Director to substantiate the Purchase Price. The Director shall not unreasonably withhold or delay its approval of costs. Costs incurred under a construction contract entered into as a result of a call for public bids by the Company shall be deemed to be reasonable. If at any time any contract for a Project Facility and Privately-Owned Dry Utility is to be let and the Director determines that the value of the completed Project Facility and Privately-Owned Dry Utility would be less than the cost of constructing such Facility, then the Director shall notify the Company in writing prior to the bank account designated execution of the contract. Notwithstanding any of the provisions of this Agreement to the contrary, (a) the Company may elect and shall be entitled to receive payment of the Purchase Price for each completed Project Facility and each Privately-Owned Dry Utility or approved segment thereof in two installments in accordance with the provisions set forth below and in Exhibit B hereto; (b) with respect to the Cow Camp Agreement and any Future Cow Camp Agreement, the provisions of such agreements shall control with respect to payment of the Purchase Price for segments of such Facility and (c) with respect to the ▇▇▇▇▇ Road Agreement and any Future ▇▇▇▇▇ Road Agreement, the provisions of such agreements shall control with respect to payment of the Purchase Price for segments of such Facility; provided, however, the provisions of any such future agreements shall control with respect to payment only to the extent consistent with provisions of the Act. With respect to segments that are not governed by the Revolving Agent are received in such bank account prior to 1:00 p.m. New YorkCow Camp Agreement or any Future Cow Camp Agreement or by the ▇▇▇▇▇ Road Agreement or any Future ▇▇▇▇▇ Road Agreement, New York time and interest the first installment shall be calculated to and including such Business Day if in the amounts so paid amount requested by the applicable Term Loan Purchasers Company; provided, however, such installment shall in no event exceed seventy percent (70%) of the expenditures determined by the Director to be eligible for reimbursement for such Project Facility, Privately- Owned Dry Utility or segment thereof approved by the Director. Such amount shall be paid to the bank account designated Company within 45 calendar days after the Director receives from the District Engineer the certification described in Exhibit B with respect to such reimbursement and the Director approves such payment. The County shall require that the District Engineer’s review of a request for reimbursement shall be completed and sent to the Director within 15 working days of the District Engineer’s receipt of the documentation to be provided by the Revolving Agent are received Company as set forth in Exhibit B. When such bank account later than 1:00 p.m. New Yorkdocumentation is satisfactory to the District Engineer, New York timethe District Engineer shall, within 15 days or another delivery date agreed upon by the County, expeditiously deliver a certification to the Director, or their designee, with respect to such reimbursement request. The Director’s review of such request shall be completed within ten (10) working days and, if satisfactory, said first installment will be expeditiously approved. The District Engineer’s written certification, upon which the Director’s approval shall be based, shall contain copies of materials and statements adequate to satisfy the requirements shown on Exhibit B attached hereto. The second installment of the Purchase Price shall be reimbursed for the Project Facility, the Privately-Owned Dry Utility, or any segment thereof as approved by the Director, upon satisfaction of all the conditions for payment of the Purchase Price contained in this Agreement. In the event that the Director determines from the final acquisition report for a Project Facility, a Privately-Owned Dry Utility, or any segment thereof, that the amount previously paid to the Company for such Project Facility or Privately-Owned Dry Utility, or segment thereof, exceeds the amount eligible for payment to the Company under the final acquisition report, the Company agrees to repay to the District within 30 days of receipt of notice from the Director the amount of such overpayment.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent The purchase price for the benefit Receivables and the Related Assets shall equal the fair market value of the Revolving Loan Lenders Receivables as agreed by Originator and Buyer at the time of purchase price therefor or acquisition (the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv“Purchase Price”));. (b) [Reserved]. (c) Buyer shall pay the Purchase Price due on any day in cash to the extent not paid as provided in clause (d) below; provided, however, to the extent that Buyer does not have funds available to pay such amount of Purchase Price due on any day in cash in full, Seller and Buyer shall agree that the Receivables allocable to the amount of such insufficiency shall be deemed to have agreed not been transferred by Originator to amendBuyer as a capital contribution, modify or waive in return for an increase in the provisions of (i) Section 13.1 value of the Revolving Loan equity interest in Buyer held by Originator. (d) At the request of Originator, Buyer may also elect to pay all or part of the applicable Purchase Price for each purchase of Receivables and Related Assets to be made on any day by causing an LOC Issuer to issue a Letter of Credit, subject to the terms and conditions (including any limitations therein on the amount of any such issuance) for issuing Letters of Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Receivables Purchase Agreement, in favor of beneficiaries selected by Originator in the Stated Amount requested by Originator. Originator shall not have reimbursement obligations in respect of any Letter of Credit. In the event that Originator requests that any purchases hereunder be paid for by the issuance of Letters of Credit Agreement having terminated or expired or been cancelled as described herein, Originator shall, on a timely basis, provide Buyer with such information as is necessary for Buyer to obtain such Letter of Credit from the LOC Issuers. The Stated Amount of each such Letter of Credit, as agreed by Buyer and (2) Originator at the Borrower and time of purchase, shall be applied as a deduction from the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements Purchase Price that would otherwise be payable by Buyer on such date pursuant to clauses (“Independent LC Agreements”a) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditorthis Section 2.3, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors as applicable, in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing Receivables and Related Assets then being purchased. (e) In connection with each such transfer, Seller and Originator shall record on or before prior to the date of Reporting Date immediately following such purchase transfer, and sale; providedmake such record available to Agent and each Purchaser Agent upon its reasonable request, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account the portion, if any, of the Revolving Agent Purchase Price paid pursuant to clause (d) above, the portion, if any, paid in cash and the portion, if any, treated as a capital contribution for the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timerelated Settlement Period.

Purchase Price. Such purchase (a) In consideration for the Purchased Assets acquired by Buyer under this Agreement, Buyer shall: (i) assume the Assumed Liabilities; (ii) issue to Seller within thirty (30) days following the Closing Fifty Thousand (50,000) restricted shares of Buyer's common stock (the "Securities") and sale shall be made by execution (iii) pay Seller at the Closing the sum of Fifteen Thousand Dollars ($15,000.00). (b) Removal of Legend and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached Restrictions relating to the Revolving Loan Credit Agreement (provided, Securities. Seller understands that the Term Loan Purchasers Securities shall not be required to take promissory notes evidencing their respective interests registered and Buyer shall not pledge, convey, sell, assign or transfer such Securities except in accordance with all applicable federal and state laws and regulations, including without limitation the Revolving Loan ObligationsSecurities Act of 1933 as amended (the "Securities Act"). Upon Any legend endorsed on a certificate for the date of Securities and the stop transfer instructions with respect to such purchase Securities shall be removed and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide Buyer shall issue a certificate without such legend to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of holder thereof (i) if such Securities are registered under the full amount Securities Act and a prospectus meeting the requirements of all Section 10 of the Revolving Loan Obligations then outstanding and unpaid (including principalSecurities Act is available, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) if such legend may be properly removed under the Required Cash Collateral plus terms of Rule 144 promulgated under the Securities Act, or (iviii) solely if such holder provides the Company with an opinion of counsel for such holder, reasonably satisfactory to legal counsel for the Buyer, to the extent actually collected by Term Loan Agent effect that a sale, transfer or assignment of such Term Loan Purchasers within forty five Securities may be made without registration. (45c) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being It is understood and agreed that Buyer shall have no obligations whatsoever to remit any portion of the Purchase Price to RCC in connection with the Vehicles. Seller shall be solely and exclusively responsible for payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 that portion of the Revolving Loan Credit Agreement so as Purchase Price due RCC in connection with the Vehicles, if any, and RCC shall look solely and exclusively to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur Seller for payment of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 that portion of the Revolving Loan Credit Agreement; and (c) Purchase Price, if any, to which they might be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral entitled in an amount and in a manner reasonably satisfactory to connection with the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeVehicles.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide In consideration for the sale and transfer by Seller to the Revolving Agent for the benefit applicable Buyer of the Revolving Loan Lenders as Purchased Assets and performance by Seller of its obligations under this Agreement, the purchase price therefor consideration payable by Buyers to Seller (the sum “Purchase Price”), subject to the terms and conditions of this Agreement, will be the aggregate of (i) the full amount of all agreed value of the Revolving Loan Obligations then outstanding Assumed Liabilities and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation amount of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv));Cash Purchase Price. (b) be deemed to have agreed not to amendOn the Closing Date, modify or waive the provisions of Buyers shall pay and satisfy the Purchase Price as follows: (i) Section 13.1 retain $80,000 from the Cash Purchase Price in connection with certain amounts due as of the Revolving Loan Credit Agreement so as Closing Date with respect to waive or reduce the early termination fee set forth therein or Intellectual Property forming part of the Purchased Assets; (ii) Sections 2.9 through 2.18 thereof unless set-off the Cash Purchase Price by an amount equal to sum of $4,000,000 (being the aggregate amount of the Deposits) plus all accrued and until unpaid interest thereon in accordance with section 5.1(a) of the earlier to occur Deposit Agreement; (iii) pay the amount of $3,000,000 (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC AgreementsEscrow Amount”) reflectingby wire transfer, in all material respectsbank draft or other immediately available funds on the Closing Date to the Buyers’ Counsel, which amount shall be paid by Buyers’ Counsel pursuant to the terms of Sections 2.9 through 2.18 the Direction Re Buyers’ Counsel and Section 2.7; (iv) withhold the amount required to pay to the landlord of the Revolving Loan Credit AgreementLeased Premises all amounts required to satisfy and pay in full all due and unpaid rent and interest thereon, together with any other amounts owing under the Real Property Lease with respect to the period up to the Closing Date; (v) Buyers shall pay to Seller or as directed by Seller by wire transfer, bank draft or other immediately available funds on the Closing Date, the difference between the Cash Purchase Price and the amounts set forth in Subsections 2.5(b)(i), 2.5(b)(ii), 2.5(b)(iii) and 2.5(b)(iv); and (cvi) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to Buyers will assume the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeAssumed Liabilities.

Purchase Price. Such (a) The aggregate purchase price for the Receivables sold on any date shall be such amount as agreed upon prior to such date between Originator and Buyer to be the fair market value of such Receivables on such date, which shall equal the excess of the (i) estimated aggregate outstanding balance of such Receivables over (ii) an amount agreed upon by Buyer and Originator representing the uncertainty of payment and cost of purchase of such Receivables. (b) On the Initial Funding Date, Buyer shall pay Originator in cash the purchase price for the Receivables sold on that date. On each Business Day after the Initial Funding Date on which Originator sells any Receivables to Buyer pursuant to the terms of Section 2.1, until the termination of the purchase and sale of Receivables under Section 6 hereof, Buyer shall pay to Originator a portion of the purchase price of such Receivables by depositing into such account as Originator shall specify immediately available funds from monies then held by or on behalf of Buyer solely to the extent that such monies do not constitute Collections that are required to be identified or are deemed to be held by the Collection Agent pursuant to the Second Tier Agreement for the benefit of, or required to be distributed to, the Agent or the Purchasers pursuant to the Second Tier Agreement or required to be paid to the Collection Agent as the Collection Agent Fee, or otherwise necessary to pay current expenses of Buyer (in its reasonable discretion) (such available monies, the “Available Funds”) and provided that Originator has paid all amounts then due by Originator hereunder. On each Settlement Date, the Collection Agent shall calculate the amount of the purchase price remaining to be paid by deducting from the purchase price the Available Funds that have been paid during the corresponding Settlement Period, and such amount due shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement identified in the form attached Periodic Report for such Settlement Period. To the extent that the Available Funds were insufficient to pay the Revolving Loan Credit Agreement purchase price then due in full (providedan “Available Funds Shortfall”), the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date remaining portion of such purchase and sale (or date thereafterprice shall be paid by increasing the principal amount of the Subordinated Note, effective as applicable), of the applicable Term Loan Purchasers shall: (a) pay or provide last day of the related Settlement Period in an amount equal to the Revolving Agent for lesser of (A) such Available Funds Shortfall and (B) an amount that would not cause the benefit aggregate outstanding principal amount of the Revolving Loan Lenders as Subordinated Note to exceed the purchase price therefor Maximum Subordinated Note Balance. To the extent that Collections received during any Settlement Period exceed the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all Purchase Price payable for Receivables generated during such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit AgreementSettlement Period, plus (ii) the Required Cash Collateral plus (iv) solely amounts for which such Collections are required to be applied for such Settlement Period pursuant to the extent actually collected by Term Loan Agent or Second Tier Agreement, such Term Loan Purchasers within forty five (45) calendar days following excess shall be treated as a reduction in the consummation principal amount of the purchase and sale described in this Section 7Subordinated Note, the early termination fee provided for in Section 13.1 effective as of the Revolving Loan Credit Agreement (it being understood and agreed that payment last day of the related Settlement Period, and, if the principal amount of the Subordinated Note is zero, such early termination fee excess shall not be a condition refunded to the purchase and sale described herein and the Term Loan Purchasers sole obligation Buyer. Originator shall make all appropriate record keeping entries with respect to such fee the Subordinated Note to reflect payments by the Buyer thereon and Originator’s books and records shall be to deliver such fee constitute rebuttable presumptive evidence of the principal amount of and accrued interest on the Subordinated Note. Originator shall return the Subordinated Note to the Revolving Agent Buyer upon the final payment thereof after the termination of this Agreement pursuant to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeits terms.

Purchase Price. Such The purchase and sale price for the Assets (the "Purchase Price") shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, $15,885,420 million as applicable), the applicable Term Loan Purchasers shalladjusted as follows: (a) pay or provide to the Revolving Agent for the benefit The amount of the Revolving Loan Lenders as the purchase price therefor the sum of shall be increased by (i) all Property Taxes accruing with respect to the full Assets after the Closing that have been paid by Seller prior to Closing; (ii) all amounts paid by Seller under the Contracts and Leases that pertain to periods after the Closing; (iii) any other prepaid expenses pertaining to the Business (such as telephone expenses, advertising expenses, utility charges, and the like) to the extent that the same will benefit Purchaser after the Closing; (iv) an amount equal to Seller's cost of those Assets consisting of food, beverage (including beer, wine, and liquor), new uniforms, paper, and supplies inventory as determined by the parties' joint inventory at the close of business on the day prior to the Closing Date provided that the cost of such inventory shall not exceed $15,000 per restaurant; and (v) if the Purchaser elects to acquire the development sites for new restaurants set forth in Schedule 4.7 (the "Development Sites"), the amount of all Seller's Development Costs. (b) The amount of the Revolving Loan Obligations then outstanding purchase price shall be decreased by (i) all Property Taxes accruing with respect to the Assets prior to the Closing that are due and unpaid payable after the Closing and that have not been paid as of the Closing, (including principal, accrued ii) all amounts payable under the Contracts and unpaid interest, unpaid feesLeases that pertain to periods before the Closing but are due and payable after the Closing and that have not been paid as of the Closing, and expenses(iii) the cost of unused vacation accrued but unvested as of the Closing Date by ADI Personnel hired by Hospitality the cost of which is being assumed by Purchaser pursuant to Section 6.3(c). (c) The amount of the purchase price shall be further adjusted to reflect any expense paid by one party which the other party has agreed to pay or share pursuant to Section 10.1 or otherwise pursuant to this Agreement. (d) Notwithstanding the foregoing, including reasonable attorneys’ fees the parties agree that with respect to Property Taxes, such Property Taxes shall be prorated between Seller and expenses, in each case Purchaser in accordance with the Revolving Loan Financing Documentsamount of Property Taxes due for the same period in 1997, as set forth in the taxes bills received by Seller from the relevant governmental authorities. The parties agree to make any adjustments necessary to ensure that the Property Taxes have been allocated in accordance with clauses (a)(i) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (zb)(i) except above as otherwise provided belowsoon as practicable upon receipt of bills received from the relevant governmental authorities, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation Property Taxes due with respect to such fee the Assets for 1998. The foregoing adjustments shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required calculated by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee parties and set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for on Exhibit B which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted signed by both parties at Closing. The Purchase Price shall be paid by Purchaser on the Closing Date by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank an account designated by the Revolving Agent are Seller and shall be received by Seller in such bank designated account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account no later than 1:00 4:00 p.m. New York, New York timeEastern Time on the Closing Date.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit The cash portion of the Revolving Loan Lenders as the purchase price therefor for the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee Premises shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower payable by cashier's check or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account or at the direction of Landlord and will be payable in full on or before the scheduled closing date. In addition to the cash portion of the Revolving Agent purchase price, as of the Revolving Agent may designate closing Tenant shall either repay in writing full all mortgage loan(s) secured by the Premises, and any other loan secured by the Letter of Credit (if separate from such mortgage loan(s)), other than those that are Unpermitted Financing (the "Existing Loans") (including, without limitation, any prepayment or "breakage" fees or similar charges) or assume the Existing Loans, and in any case Tenant will cause the lender(s) to release Landlord and its Affiliates as of the closing from all Liabilities in connection with the Existing Loans and Tenant shall indemnify and hold Landlord and its Affiliates harmless from all further Liabilities in connection with the Existing Loans. In addition to the applicable Term Loan Purchasers purchase price, Tenant shall pay all closing costs of any type (other than Landlord's attorneys' fees and costs), including, without limitation, commissions (if any) and the costs of deed stamps and documentary and transfer taxes and fees, surveys, title insurance, escrows, recording and other similar fees and costs. Base rent will be prorated between the parties as of the closing date, but there will be no other prorations or adjustments. (b) The cash portion of the purchase price for such purpose. Interest and fees the Premises shall be calculated never be less than zero, but otherwise shall be equal to the following amounts: (i) For the first (1st) Purchase Option, an amount equal to: (x) ten (10) times the "Current Base Rent Amount" (defined below); less (y) the "Existing Mortgage Balance" (as defined below). The "Current Base Rent Amount" means the scheduled annual base rent payable under this Lease as of the date of closing, without any deductions, offsets or abatements of any type, and including, without limitation, scheduled annual base rent payable in connection with any other space leased or agreed to be leased from Landlord in a new building or new buildings, or an enlargement of the Building, on the Premises. If an agreement has been entered into to lease such other space or a right to lease such other space has been exercised prior to closing but excluding the Business Day on which such purchase and sale full base rent applicable thereto has not commenced or cannot be accurately determined as of the closing, then the scheduled annual base rent applicable to that Purchase Option shall occur be reasonably estimated by Landlord. (As a hypothetical example, if the amounts so paid by scheduled annual base rent at the applicable Term Loan Purchasers to closing is $2,352,900, the bank account designated by Current Base Rent Amount for the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall first (1st) Purchase Option would be calculated to and $2,352,900.) The "Existing Mortgage Balance" means the outstanding principal balance (not including such Business Day if any prepayment or "breakage" fees or similar charges) as of the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeclosing date under an exercised Purchase Option of any Existing Loans.

Purchase Price. Such The aggregate purchase and sale price (the “Purchase Price”) for the Purchased Assets shall be made by execution and delivery by (i) the applicable Secured Creditors option exercise fee set forth in Section 6.2(b) of a Commitment Transfer Supplement in the form attached Option Agreement with respect to the Revolving Loan Credit Compounds (the “Option Exercise Fee”), plus the assumption of the Assumed Liabilities, (ii) the milestone obligations, if any, pursuant to Section 6.3(b) of the Option Agreement (providedthe “Milestone Payments”), and (iii) the Term Loan Purchasers shall not be required royalty payment obligations, if any, pursuant to take promissory notes evidencing their respective interests in Section 6.5 of the Revolving Loan ObligationsOption Agreement with respect to Products (the “Royalty Payments”). Upon On the date of such purchase and sale (or date thereafterClosing Date, Merck shall pay the Option Exercise Fee as applicable), the applicable Term Loan Purchasers shallfollows: (a) pay or provide An amount equal to the Revolving Agent for Option Exercise Fee less the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee Escrow Amount shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required paid by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted Merck by wire transfer of immediately available funds to such bank the account set forth in Section 7.2 of the Revolving Agent Option Agreement or as the Revolving Agent may designate otherwise designated in writing by KalVista to Merck no later than three (3) Business Days prior to the applicable Term Loan Purchasers for such purpose. Interest and fees Closing Date; and (b) The Escrow Amount shall be calculated deposited by wire transfer of immediately available funds to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank an account designated by the Revolving Escrow Agent are received and shall be held and distributed in accordance with the terms of the Escrow Agreement to satisfy any indemnifiable damages owed to any Merck Indemnified Parties pursuant to Article VIII, with all amounts (including interest accrued thereon) not subject to pending claims remaining in such bank account prior [***] (the “Escrow Termination Date”) to 1:00 p.m. New York, New York time be released to KalVista on the Escrow Termination Date. . KalVista and interest Merck agree that the Purchase Price and the Assumed Liabilities shall be calculated allocated among the Purchased Assets pursuant to and including such Business Day if an allocation schedule (the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time“Allocation Schedule”). [***]. Tax Matters .

Purchase Price. Such purchase (a) The Allocation Schedule sets forth the allocation among the Sellers of the Purchase Price to be paid by the Purchaser pursuant to this Agreement. At least five (5) Business Days prior to the Closing Date, the Seller Representative shall prepare and sale deliver to the Purchaser an updated version of the Allocation Schedule. The Allocation Schedule delivered by the Seller Representative pursuant to this Section 2.1(a) shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon Allocation Schedule for all purposes after the date of such purchase delivery hereunder. The preparation of the Allocation Schedule and sale the allocation set forth therein are the sole responsibility of the Sellers, and the Purchaser (or date thereafterand, as applicable)on and after the Closing, the applicable Term Loan Purchasers shallCompany) shall be entitled to rely thereon, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith. (b) At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Purchaser a written statement (the “Expense Statement”) setting forth: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expensesTransaction Expenses Amount, including reasonable attorneys’ fees and expensesa list of and, as applicable, payment instructions for the payment of, the Transaction Expenses included in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus Transaction Expenses Amount; (ii) the Required Cash Collateral plus Net Transaction Expenses Amount; (iii) the Note Redemption Amount; and (iv) solely the calculation of the Purchase Price. **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission (c) For purposes of this Agreement, the term “Purchase Price” means (i) £737,957,693.21 (the “Base Purchase Price”), minus (ii) the Net Transaction Expenses Amount as set forth in the Expense Statement, plus (iii) the Ticking Fee Amount, minus (iv) any Leakage which has been agreed between the Purchaser and the Relevant Seller in accordance with Section 2.2(d) prior to the extent actually collected Closing Date or determined by Term Loan Agent or such Term Loan Purchasers within forty five (45the Independent Expert in accordance with Section 2.2(g) calendar days following prior to the consummation of the purchase and sale described in this Section 7Closing Date, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment such Leakage shall be deducted only from the portion of such early termination fee shall not the Purchase Price that would otherwise be a condition payable to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other ObligorRelevant Seller at Closing, as required by the foregoing clause minus (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2v) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeNote Redemption Amount.

Purchase Price. Such purchase (a) The Purchase Price for the Purchase from an Originator of its Assets described in Sections 2.1(a) and sale (c) shall be payable in full by Company to such Originator on the Closing Date, and shall be paid to such Originator in the following manner: (i) by delivery of immediately available funds, to the extent of funds made available to the Company under the Receivables Financing Agreement; provided that a portion of such funds shall be offset by execution amounts owed by CHS Capital to the Company on account of the issuance of equity having a total value of not less than the Required Capital Amount; and (ii) the balance, by delivery of the proceeds of a subordinated revolving loan from such Originator to the Company (a “Subordinated Loan”) in an amount not to exceed the lesser of (A) the remaining unpaid portion of such Purchase Price, and delivery (B) the maximum Subordinated Loan that could be borrowed without rendering the Company’s Net Worth less than the Required Capital Amount. Each Originator is hereby authorized by the applicable Secured Creditors of a Commitment Transfer Supplement in Company to endorse on the form schedule attached to its Subordinated Note an appropriate notation evidencing the Revolving Loan Credit Agreement (provideddate and amount of each advance thereunder, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon as well as the date of each payment with respect thereto; provided that the failure to make such purchase and sale notation shall not affect any obligation of the Company thereunder. (b) The Purchase Price for each Asset sold or date thereafter, as applicablecontributed by an Originator pursuant to Sections 2.1(b), (d) or (e) shall be due and owing in full by the Company to the applicable Term Loan Purchasers shallOriginator or its designee on the applicable Sale Date for such Asset (except that the Company may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to the Company hereunder and which have become due but remain unpaid) and shall be paid to such Originator in the following manner: (ai) pay by delivery to such Originator or provide its designee of immediately available funds, to the Revolving extent of funds available to the Company from its subsequent sale of an interest in all of the Assets to the Administrative Agent for the benefit of the Revolving Purchasers under the Receivables Financing Agreement or other cash on hand; (ii) by an increase in the outstanding balance of the Subordinated Loan Lenders as of such Originator; provided that the purchase price therefor making of any such Subordinated Loan shall be subject to the sum provisions set forth in Section 2.3(a)(ii); and (iii) solely in the case of Receivables originated by CHS Capital, unless the Termination Date has occurred in accordance with this Agreement, by accepting a contribution to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. (c) From and after the Termination Date, (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee Originator shall not be a condition obligated to (but may, at its option) sell its Assets to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other ObligorCompany, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier CHS Capital shall not be obligated to occur of (1but may, at its option) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory contribute its Assets to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed Company’s capital pursuant to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeSection 2.3(b)(iii).

Purchase Price. Such (a) The purchase price (“Purchase Price”) for the Receivables and sale the Related Assets shall be made equal the fair market value of the Receivables as agreed by execution each Originator and delivery Buyer at the time of purchase or acquisition. (b) On the date of the initial purchase, Hill-Rom, as an Originator, shall contribute Receivables to Buyer as a capital contribution in the amount set forth in a written notice on the date thereof from Hill-Rom to Buyer and Administrative Agent. (c) Buyer shall pay the related Originator the Purchase Price with respect to each non-contributed Receivable and the Related Assets, created or acquired by such Originator on the applicable Secured Creditors date of purchase thereof as set forth above by transfer of funds, to the extent that Buyer has funds available for that purpose after satisfying Buyer’s obligations under the Loan and Security Agreement. (d) In the case of Hill-Rom, as an Originator, to the extent Buyer does not have funds available to pay the Purchase Price due on any day in cash and the Borrower’s Net Worth is less than the Required Capital Amount, Hill-Rom, as an Originator, shall treat Hill-Rom Receivables and Related Assets allocable to any Deferred Payment to have been transferred by Hill-Rom to Buyer as a Commitment Transfer Supplement capital contribution, in return for an increase in the value of the equity interest in Buyer held by Hill-Rom. (e) In the case of any Originator other than Hill-Rom, to the extent Buyer does not have funds available to pay the Purchase Price due on any day in cash, Buyer shall execute and deliver in the form attached to this Agreement as Exhibit 2.3(e), a subordinated promissory note (each, a “Subordinated Note”) in a principal amount equal to such Deferred Payment and payable to such Originator, or shall increase the Revolving Loan Credit Agreement (principal amount of any outstandingthe Subordinated Note payable to such Originator by the principal amount of such Deferred Payment; provided, that the Term Loan Purchasers aggregate principal amount of the Subordinated Notes shall not at any time exceed or be required permitted to take promissory notes evidencing their respective interests exceed the maximum amount of the Subordinated Notes that could be owed without rendering Borrower’s Net Worth less than the Required Capital Amount. Each Originator is hereby authorized by Buyer to endorse on the schedule attached to its Subordinated Note an appropriate notation evidencingnote in its records the Revolving Loan Obligations). Upon date and amount of each advance thereunderunder its Subordinated Note, as well as the date of each payment with respect thereto, provided that the failure to makeupdate such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall:notationrecords shall not affect any obligation of Buyer thereunder. (af) pay or provide In addition to contributions of Receivables and Related Assets by Hill-Rom to Buyer hereunder, Hill-Rom may also, at its option in its sole discretion, contribute cash to Buyer in return for an increase in the Revolving Agent for the benefit value of the Revolving Loan Lenders equity interest in Buyer held by Hill-Rom. Servicer shall evidence Hill-Rom’s election to treat all or any portion of a Deferred Payment as a capital contribution by recording it as such on the purchase price therefor books and records of Buyer as maintained by the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid feesServicer, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all no further notice or acceptance of any such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee contribution shall be necessary. Hill-Rom, Servicer and Buyer shall each record on its respective books and records any capital contribution made by Hill-Rom to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeBuyer promptly following its occurrence.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide The consideration for the purchase of the Asset shall be $36,300,000 (the “Purchase Price”), which shall be paid by the Buyer to the Revolving Agent for Seller at the benefit of Closing in immediately available funds by wire transfer to such accounts or accounts that the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant Seller shall designate to the Revolving Loan Credit Agreement, plus (ii) Buyer; provided that such amount shall be reduced by the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase E▇▇▇▇▇▇ Money and sale described in this Section 7, the early termination fee adjusted for Closing adjustments and credits provided for in Section 13.1 of Article X and elsewhere in the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, Interstate Payment as required by the foregoing clause (iv));described in Article X below. (b) No adjustment shall be deemed made to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so Purchase Price except as to waive or reduce the early termination fee explicitly set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit this Agreement; and. (c) The Seller and the Buyer agree that the Purchase Price shall be deemed to have agreed to reimburse (or if required allocated among the Assets as determined by any Revolving Loan Creditor, backed by stand-by letters agreement of credit or cash collateral in an amount and in a manner reasonably satisfactory the parties prior to the Revolving AgentClosing for federal, state and local tax purposes in accordance with Section 1060 of the Code. The Buyer shall, within 10 days after the date of this Agreement, prepare and deliver to the Seller for its review a schedule allocating the Purchase Price (and any other items that are required for federal income tax purposes to be treated as part of the purchase price) among the Revolving Loan Creditors in respect of indemnification obligations of Obligors under Assets (such schedule, the Revolving Loan Financing Documents owed “Allocation”). The Seller shall review such Allocation and provide any objections to a Revolving Loan Creditor as the Buyer within 10 days after the receipt thereof. If the Seller raises any objection to matters or circumstances for which a claim has been asserted the Allocation, the parties hereto will negotiate in good faith by to resolve such objection(s). Upon reaching an agreement on the Revolving Agent or another Revolving Loan Creditor Allocation, the Buyer and the Seller shall (i) cooperate in writing on or before the date filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the Allocation as finally resolved, including any amendments to such purchase forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price and sale; provided(ii) shall file all federal, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for state and local tax returns and related tax documents consistent with such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders allocation, as the same may be adjusted pursuant to Section 9.1 or any other Term Loan Purchaserprovisions of this Agreement. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds Notwithstanding the foregoing, if, after negotiating in good faith, the parties hereto are unable to such bank account agree on a mutually satisfactory Allocation, each of the Revolving Agent as Buyer and the Revolving Agent may designate in writing to the applicable Term Loan Purchasers Seller shall use its own allocation for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timepurposes of this Section 2.4.

Purchase Price. Such The total purchase price of the Property will be Dollars ($ ) [plus the additional consideration described below (add as C. below, if applicable)], and sale shall will be made payable by execution Purchaser to Seller as follows: [*CHOOSE one pair of A. and delivery by B. below and delete the applicable Secured Creditors of a Commitment Transfer Supplement other*] ******************************* A. No ▇▇▇▇▇▇▇ money deposit is required in the form attached to the Revolving Loan Credit Agreement (providedconnection with this transaction, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit mutuality of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all promises of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation parties hereto being deemed adequate consideration. B. The entire amount of the purchase price, in the amount of [ spell out in words (and sale described then number in this Section 7parentheses)], subject to closing costs and customary prorations, will be payable by Purchaser to Seller in immediately available funds at the early termination fee provided for in Section 13.1 time of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligorclosing, as required hereinafter set forth. **************************** A. The sum of [ spell out in words (and then number in parentheses)] , representing an ▇▇▇▇▇▇▇ money deposit, will be paid by Purchaser upon the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify Effective Date by check or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account the Title Company as part payment to Seller. B. The balance of the Revolving Agent as purchase price in the Revolving Agent may designate amount of [ spell out in writing words (and then number in parentheses)] subject to closing costs and customary prorations is payable by Purchaser in immediately available funds to the applicable Term Loan Purchasers for such purposeTitle Company at the time of closing. Interest ********************************** [C. *OPTIONAL – use with lease back to Seller: As part of Purchaser’s consideration to Seller hereunder, Purchaser has agreed to lease to Seller [the Property OR a portion of the Property], as described in and fees shall be calculated to but excluding using that form of Lease Agreement attached hereto as Exhibit C and incorporated herein by this reference (the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers “Lease Agreement”)[, subject to the bank account designated by Contingency set forth in paragraph [*fill in correct number for contingency paragraph*]. [Provided that said Contingency has been met,] Purchaser and Seller will execute the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time.Lease Agreement at closing. *]

Purchase Price. Such purchase and sale shall be made on the Purchase Date by execution and delivery by the applicable First Lien Secured Creditors Parties and/or Second Lien Secured Parties of a Commitment Transfer Supplement an Assignment Agreement in the form attached to the Revolving Loan First Lien Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations)Agreement. Upon the date of such purchase and sale (or date thereafter, as applicable)Purchase Date, the applicable Term Loan Purchasers shall: Second Lien Secured Parties and any additional lenders approved by the Second Lien Agent shall (ai) pay or provide to the Revolving First Lien Agent for the benefit of the Revolving Loan Lenders First Lien Secured Parties as the purchase price therefor the sum of (ia) the full amount of all of the Revolving Loan First Lien Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, fees and expenses, including reasonable attorneys’ ' fees and expenseslegal expenses and, in each case with respect to Hedging Contracts that constitute First Lien Obligations, 100% of the aggregate amount of such First Lien Obligations (calculated in accordance with the Revolving terms of such Hedging Contracts and giving effect to any netting arrangements) that the applicable Loan Financing Documentsparty would be required to pay if such Hedging Contracts were terminated at such time) but excluding plus (yb) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee, prepayment fee or prepayment other similar fee payable pursuant to the Revolving Loan First Lien Credit AgreementAgreement (calculated as if such assigned First Lien Obligations were repaid in full by the Borrowers at such time, plus it being understood that no processing fee will be changed in connection with such assignment) and (ii) the Required Cash Collateral plus (iv) solely provide for letters of credit to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) back up all outstanding letters of credit issued under the Revolving First Lien Loan Credit Agreement having terminated or expired or been cancelled Documents and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, then outstanding in all material respects, the terms of Sections 2.9 through 2.18 an amount equal to 101% of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by undrawn amount of such then outstanding letters of credit or provide cash collateral to secure the reimbursement obligations with respect to such letters of credit in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaseramount. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving First Lien Agent as the Revolving First Lien Agent may designate in writing to the applicable Term Loan Purchasers Second Lien Secured Parties for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers Second Lien Secured Parties to the bank account designated by the Revolving First Lien Agent are received in such bank account prior to 1:00 p.m. New Yorkp.m., New York City time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers Second Lien Secured Parties and any additional lenders approved by the Second Lien Agent to the bank account designated by the Revolving First Lien Agent are received in such bank account later than 1:00 p.m. New Yorkp.m., New York City time.

Purchase Price. Such (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Seller set forth herein and as consideration for the sale and purchase of the Assets contemplated herein, Buyer shall at the Closing, (i) assume the Assumed Liabilities; (ii) tender the aggregate purchase price as set forth on the Estimated Foundation Proceeds Certificate (as hereinafter defined), as adjusted pursuant to Sections 2.1(e) and sale 2.6 (collectively, the “Purchase Price”), payable in the manner set forth on the funds flow memorandum agreed to between Seller and Buyer and delivered at Closing (the “Funds Flow Memorandum”). (b) Immediately prior to the Closing Date, Seller shall deliver to Buyer a certificate (the “Estimated Foundation Proceeds Certificate”) setting forth a determination of the estimated cash proceeds payable by Buyer to Seller for the ultimate benefit of Foundation at Closing, which shall be made calculated in accordance with Schedule 2.1(b) and subject to adjustment pursuant to Section 2.1(e) (the “Estimated Foundation Proceeds Amount”). The Estimated Foundation Proceeds Certificate shall contain supporting documentation with respect to such determination. The Estimated Foundation Proceeds Certificate, as adjusted by execution Sections 2.1(e) and delivery by 2.6(d), shall be used for determining the applicable Secured Creditors cash proceeds payable to Seller for the ultimate benefit of a Commitment Transfer Supplement in Foundation (the form attached “Foundation Proceeds Amount”). Notwithstanding anything contained herein to the Revolving Loan Credit Agreement contrary (providedexcept as provided in Section 6.12), Seller and Buyer agree that the Term Loan Purchasers Foundation Proceeds Amount shall be at least $15,000,000 (the “Minimum Foundation Capitalization”). For clarification purposes, following Seller’s receipt of the Foundation Proceeds Amount, Buyer shall not be required to take promissory notes evidencing their respective interests responsible for any losses on investment of such Foundation Proceeds Amount by Seller or Foundation. In the event that the Estimated Foundation Proceeds Amount is less than the Minimum Foundation Capitalization, as reflected in the Revolving Loan ObligationsEstimated Foundation Proceeds Certificate and the Funds Flow Memorandum, Buyer shall tender at Closing by wire transfer to an account designated by Seller for the ultimate benefit of Foundation, an amount equal to the difference between the Minimum Foundation Capitalization and the Estimated Foundation Proceeds Amount (the “Estimated Proceeds Deficiency Amount”). Upon In the date of event that the Estimated Foundation Proceeds Amount is greater than the Minimum Foundation Capitalization, which shall be reflected on the Estimated Foundation Proceeds Certificate and the Funds Flow Memorandum, then the difference between the Estimated Foundation Proceeds Amount and the Minimum Foundation Capitalization (the “Estimated Excess Proceeds Amount”), as well as any earnings on such purchase Estimated Excess Proceeds Amount, as adjusted by Section 2.6, shall be retained by Seller or Foundation in accordance with Section 9.16. (c) As reflected in the Estimated Foundation Proceeds Certificate and sale Funds Flow Memorandum, at Closing, Seller (or date thereafterBuyer through a disbursement of sale proceeds) shall deposit an amount equal to the Termination Liability (as hereinafter defined) determined in accordance with Section 6.14 and set forth on the Estimated Foundation Proceeds Certificate in escrow, which amount shall be contributed directly to the trust (the “Pension Plan Trust”) holding the assets of the Marquette General Hospital Inc. Retirement Plan (the “Pension Plan”) immediately following the True-Up Date (as applicablehereinafter defined); provided, however, that, if Buyer exercises its option to assume the full Pension Plan in accordance with Section 9.1(b)(xii), the applicable Term Loan Purchasers shall: (a) pay amount set forth on the Estimated Foundation Proceeds Certificate as the Termination Liability shall not be deposited into escrow or provide the Pension Plan Trust and instead the estimated cash proceeds payable by Buyer to the Revolving Agent Seller for the benefit of Foundation at Closing shall be reduced (but not below the Revolving Loan Lenders as Minimum Foundation Capitalization) immediately prior to Closing by the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case determined in accordance with Section 6.14 and set forth on the Revolving Loan Financing DocumentsEstimated Foundation Proceeds Certificate as the Termination Liability. (d) but excluding As reflected in the Estimated Foundation Proceeds Certificate and Funds Flow Memorandum, the estimated cash proceeds payable by Buyer to Seller for the benefit of Foundation at Closing shall be reduced immediately prior to the Closing Date by an amount equal to the difference between the estimated Projected Benefit Obligation (yas hereinafter defined) all such obligations for which Required Cash Collateral is and the estimated Spin-Off Assets, both determined as of the Final Calculation Date (as hereinafter defined) and in accordance with Section 6.14 hereof. (e) Pursuant to the terms of a mutually acceptable agreement by and between Seller and Buyer (the “Purchase Price Adjustment Agreement”), immediately prior to the Closing Date, the Purchase Price set forth on the Estimated Foundation Proceeds Certificate may be provided and (z) except as otherwise provided belowincreased with a corresponding dollar-for-dollar decrease to the Capital Investment Commitment or the Physician Recruitment Commitment, at the discretion of Buyer. For clarification purposes, any early termination fee or prepayment fee payable adjustment made pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely Purchase Price Adjustment Agreement shall constitute an increase to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent defined as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time“Purchase Price.”

Purchase Price. Such purchase The purchase, sale and sale assumption pursuant to this Section 12.24 shall be made by execution and delivery by the applicable Secured Creditors Administrative Agent, Revolving Lenders and exercising Term Lenders of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations)an Assignment and Acceptance. Upon the date of such purchase and sale sale, (or date thereafter, as applicable), i) the applicable exercising Term Loan Purchasers shall: (a) Lenders shall pay or provide to the Administrative Agent for the Obligations with respect to the Revolving Loans and Swingline Advances owing to the Revolving Lenders and the RevolverRevolving Agent, including principal, interest accrued and unpaid thereon, and any fees accrued and unpaid thereon, to the extent earned or due and payable in accordance with the Credit Documents and irrespective of whether allowed or allowable in connection with any bankruptcy or insolvency proceeding, (ii) any contingent indemnification Obligations in respect of asserted indemnity claims payable to the Revolving Lenders or their respective Affiliates (which, in the case of contingent Obligations in respect thereof, shall be satisfied by providing the Administrative Agent cash collateral in an amount equal to 100% of such obligations; it being agreed by the parties hereto that the Administrative Agent shall (A) be entitled to apply such cash collateral solely to satisfy such obligations owing to the selling Revolving Lenders and their respective Affiliates and (B) promptly return any unapplied portion of such cash collateral to the Collateral Agent for the benefit of the Revolving Loan Term Lenders at such time as all such Obligations have been paid in full) and (iii) all expenses to the purchase price therefor the sum of (i) the full amount of all of extent owing to the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case Lenders in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors Documents shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, been paid in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaserfull. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank the Collateral Agent in accordance with Section 2.08, solely for the account of the selling Revolving Agent as the Revolving Agent may designate Lenders and shall be immediately distributed to such selling Lenders in writing to the applicable Term Loan Purchasers for such purposeaccordance with their respective ratable shares. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated Lenders are received by the Revolving Administrative Agent are received in such bank account prior to 1:00 2:00 p.m. New York, (New York time time) and interest and fees shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent Lenders are received in such bank account by Administrative Agent later than 1:00 2:00 p.m. New York, (New York time). If, within 12 months after the consummation of the purchase, sale and assumption made pursuant to this Section 12.24, any Term Lender receives any Prepayment Premium solely and directly arising from the reduction or termination of Revolver Commitments in accordance with Section 4.04, then such Prepayment Premium shall be segregated and held in trust and promptly paid over to the RevolverRevolving Agent, for the benefit of the selling Revolver Lenders, in the same form as received, with any necessary endorsements. For the avoidance of doubt, the foregoing sentence shall not apply to any Prepayment Premium payable in respect of the Term Loans.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) Subject to the terms and conditions hereof, at the Principal Closing, the Purchaser shall pay or provide cause to be paid to the Revolving Agent for the benefit Seller (and/or to one or more Affiliates of the Revolving Loan Lenders Seller as designated by the purchase price therefor Seller in such amounts designated by the sum of Seller, in each case, in writing), in immediately available funds by wire transfer to one or more bank accounts designated by the Seller, cash in U.S. dollars in an amount equal to (i) $700,000,000 (the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents“Purchase Price”) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus Estimated Adjustment Amount (ivwhich may be positive or negative) solely (the “Closing Purchase Price”). The Closing Purchase Price shall be subject to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee adjustment as provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv));1.8. (b) In the event that the portion of the Purchase Price allocated to any Deferred Jurisdiction set forth on Section 1.5(b) of the Disclosure Schedules is required by applicable Law to be deemed to have agreed not to amendpaid in a Foreign Currency at the applicable Deferred Closing, modify or waive the provisions of (i) Section 13.1 on the applicable Deferred Closing Date, the local Subsidiary of the Revolving Loan Credit Agreement so Purchaser shall pay to the Seller (or the applicable local Selling Entity or other Affiliate of the Seller designated by the Seller) an amount in the applicable Foreign Currency equal to (A) such portion of the Purchase Price allocated to the applicable Deferred Jurisdiction (as determined in accordance with Section 2.4) in U.S. dollars multiplied by (B) the Exchange Rate as of such Deferred Closing Date with respect to waive or reduce the early termination fee set forth therein or each applicable Foreign Currency (each such payment, a “Local Consideration Payment”) and (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur upon receipt of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements Local Consideration Payment (“Independent LC Agreements”) reflecting, in all material respectsas evidenced by a wire reference number or equivalent documentation), the terms of Sections 2.9 through 2.18 Seller shall not later than the first (1st) Business Day after such receipt refund to the Purchaser the portion of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds Purchase Price allocated to such bank account of the Revolving Agent Deferred Jurisdiction (as the Revolving Agent may designate determined in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received accordance with Section 2.4) in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeU.S. dollars.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide On the terms and subject to the Revolving Agent for the benefit conditions set forth herein, in consideration of the Revolving Loan Lenders as sale and transfer of the purchase price therefor Purchased Assets, at the Closing, Purchaser shall (i) assume the Assumed Liabilities and (ii) pay an amount in cash equal to the sum of (ix) the full amount of all of the Revolving Loan Obligations then outstanding Thirty Million One Hundred and unpaid Eighty-Nine Thousand Dollars (including principal$30,189,000), accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding plus (y) all such obligations for which Required Cash Collateral is the Closing Date Inventory Value, subject to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable adjustment pursuant to the Revolving Loan Credit Agreement, plus terms of Section 2.7(g) (iithe “Purchase Price”) the Required Cash Collateral plus (iv) solely to Seller in immediately available funds by wire transfer to the extent actually collected account(s) specified in written instructions given by Term Loan Agent or such Term Loan Purchasers within forty five Seller to Purchaser not less than two (452) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition Business Days prior to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv));Closing. (b) To the extent that Purchaser is required under any provision of Law to deduct and withhold Taxes on any payment hereunder, Purchaser shall withhold and deduct from the Purchase Price such required amounts and such withheld amounts shall be deemed treated for all purposes of this Agreement as having been paid to have agreed not to amendthe Persons in respect of which such deductions and withholdings were made; provided, modify or waive the provisions of however, that Purchaser may deduct such amounts only if Purchaser shall (i) Section 13.1 give Seller reasonable advance notice of the Revolving Loan Credit Agreement so as intention to waive make such deduction or reduce the early termination fee set forth therein or withholding; (ii) Sections 2.9 through 2.18 thereof unless and until explain the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated basis for such deduction or expired or been cancelled withholding, and (2iii) cooperate with Seller to the Borrower extent reasonably requested to obtain any applicable reduction of or relief from such deduction or withholding; provided, further, that, except as otherwise required by Law or applicable court order, Purchaser shall not withhold any portion of the Purchase Price if Seller delivers a non-foreign affidavit under Section 1445 of the Code and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; andTreasury Regulations promulgated thereunder. (c) The allocation of the Purchase Price among the Purchased Assets and Assumed Liabilities shall be deemed prepared by Purchaser within ninety (90) days following the Closing. Purchaser shall deliver to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in Seller a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date copy of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan proposed allocation promptly after Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account ’s determination of the Revolving Agent as proposed allocation, and Seller shall have the Revolving Agent may designate right to review and raise any objections in writing to the applicable Term Loan Purchasers for proposed allocation during the fifteen (15) day period after Seller’s receipt thereof. If S▇▇▇▇▇ does not notify Purchaser in writing of a disagreement with the proposed allocation during such purposefifteen (15) day period, the proposed allocation shall become final. Interest If Seller disagrees with respect to any item in the allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and fees Purchaser may mutually agree in writing), then the parties shall refer such dispute to an independent internationally recognized accounting firm (“Independent Accountant”) at that time to review the allocation, and make a determination as to the resolution of such allocation. The determination of the Independent Accountant regarding the allocation shall be calculated to delivered as soon as practicable following engagement of the Independent Accountant, but excluding the Business Day on which such purchase in no event more than sixty (60) days thereafter, and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the original proposed allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Independent Accountant. The finalized allocation shall be binding on Seller and Purchaser for all Tax reporting purposes and Seller and Purchaser agree to and including such Business Day if the amounts so paid refrain from taking any position inconsistent therewith, unless required by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeLaw or a final determination of a Taxing Authority.

Purchase Price. Such purchase Buyer shall pay the Purchase Price for the Unit in the installments and sale in the amounts set forth in the Basic Agreement Information. All installments of the Purchase Price shall be made by execution and delivery by paid in immediately available funds, including cash, certified check or wire transfer, as may be acceptable to Developer. Upon commencement of the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (providedUnit’s construction, the Term Loan Purchasers Initial Deposit shall be non-refundable. All subsequent installments shall be due within five business days following Developer’s delivery of notice to Buyer that such construction activity has commenced and the installment is due. Said installments shall also be non-refundable except as specifically set forth in this Agreement. If Buyer fails to pay any installment of the Purchase Price on time, Buyer shall be in default. Notwithstanding the foregoing, Developer may, but shall not be required obligated to, accept an installment from Buyer on a later date, provided, that, in such an event, Buyer shall be obligated to take promissory notes evidencing their respective interests pay a late funding charge equal to interest on such installment at the then applicable highest lawful rate from the due date until the date received and cleared by Developer. Further, an acceptance of a late payment by Developer shall not be construed as a waiver, nor obligate the Developer to accept late payments in the Revolving Loan Obligations)future. Upon Notwithstanding the date foregoing provisions of such purchase and sale (or date thereafter, as applicable)this paragraph 3, the applicable Term Loan Purchasers shall: (a) pay or provide Purchase Price shall be subject to equitable adjustment in the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of event (i) Developer encounters unforeseen physical conditions below the full amount of all surface of the Revolving Loan Obligations then outstanding and unpaid (including principalground, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) delays caused by Buyer, or Buyer’s agents, representatives or invitees, or (iii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation scope of the purchase and sale described in this Section 7work to construct the Unit or the cost of materials therefore is adversely affected as a result of acts of terrorism, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement civil unrest, strike, natural disaster, adverse weather, or other events beyond Developer’s control (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of items (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or ), (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2iii) collectively, “Force Majeure”). Buyer further acknowledges that the Borrower and Purchase Price is subject to adjustment for any Change Order (as that term is hereinafter defined). Buyer’s obligation under this Agreement to purchase the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) Unit is not contingent upon Buyer’s ability to obtain financing. Buyer will be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner solely responsible for making Buyer’s own financial arrangements. Developer will reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of cooperate with Buyer’s lender provided such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timelender meets Developer’s closing schedule.

Purchase Price. Such purchase and sale Subject to the terms of this Agreement, the total consideration to be paid by Buyer to Seller for the Properties shall be made by execution and delivery by $972,453,857.69 (the applicable Secured Creditors “Purchase Price”). The Purchase Price (or portion thereof) payable on the Closing Date is as follows: (a) Assumed Debt, plus (b) an amount of a Commitment Transfer Supplement in the form attached cash equal to the Revolving Loan Credit Agreement Purchase Price (or allocated portion thereof for the Properties being sold on such Closing Date) less the Assumed Debt. “Assumed Debt” means the aggregate outstanding principal balance of the Assumption Loans being assumed by Buyer on such Closing Date. The Purchase Price is based on a capitalization rate of 7.0379% and the sum of the annual net rents set forth on Schedule 2 of $68,440,359.36 (“Annual Net Rent”). If the Annual Net Rent on the Closing Date differs from the Annual Net Rent on the Effective Date, the Purchase Price shall be adjusted accordingly. The Purchase Price shall be allocated among the Properties as determined by Seller in its sole discretion (each such allocated amount, an “Allocated Purchase Price”); provided, however, the Term Loan Purchasers Parties agree that ACB, and not Allocated Purchase Price, shall be used for certain purposes as expressly set forth herein. For the avoidance of doubt, and without limiting any of the express terms of this Agreement, (i) the Allocated Purchase Prices shall be used for purposes of calculating deed stamp taxes, transfer taxes and, if required by a particular jurisdiction, inclusion in any Deed or related affidavit as the value of or amount of consideration paid for a Property, (ii) Seller shall not be required to take promissory notes evidencing their respective interests use the ACBs in the Revolving Loan Obligations). Upon the date of such purchase any particular manner in its books and sale records or for tax return reporting purposes, and (or date thereafter, as applicableiii) subject to clause (i), the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee Buyer shall not be a condition required to use the purchase Allocated Purchase Prices in any particular manner in its books and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower records or any for other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timetax return reporting purposes.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) pay or provide The aggregate purchase price for the Receivables originated by an Originator sold on the Initial Funding Date shall be such amount as agreed upon prior to the Revolving Agent for Initial Funding Date between such Originator and Buyer to be the benefit fair market value of such Receivables on such date, which shall equal the excess of the Revolving Loan Lenders as the purchase price therefor the sum of (i) estimated aggregate outstanding balance of such Receivables over (ii) an amount agreed upon by Buyer and such Originator representing the full amount uncertainty of all payment and cost of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case purchase of such Receivables. The purchase price for Receivables subsequently sold during any Settlement Period shall be calculated in accordance with the Revolving Loan Financing Documentsprovisions set forth in Exhibit A hereto. (b) but excluding (y) all such obligations On the Initial Funding Date, Buyer shall pay each Originator the purchase price for the Receivables originated by it sold on that date. On each Business Day after the Initial Funding Date on which Required Cash Collateral is an Originator sells any Receivables originated by it to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable Buyer pursuant to the Revolving Loan Credit Agreementterms of Section 2.1, plus (ii) until the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation termination of the purchase and sale described in this of Receivables under Section 76 hereof, Buyer shall pay to such Originator the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment purchase price of such early termination fee Receivables (i) by depositing into such account as such Originator shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent specify immediately available funds from monies then held by or on behalf of Buyer solely to the extent actually received from the Borrower that such monies do not constitute Collections that are required to be identified or any other Obligor, as required are deemed to be held by the foregoing clause Collection Agent pursuant to the Second Tier Agreement for the benefit of, or required to be distributed to, the Agent or the Purchasers pursuant to the Second Tier Agreement or required to be paid to the Collection Agent as the Collection Agent Fee, or otherwise necessary to pay current expenses of Buyer (iv)); in its reasonable discretion) (bsuch available monies, the “Available Funds”) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein and provided that such Originator has paid all amounts then due by such Originator hereunder or (ii) Sections 2.9 through 2.18 thereof unless by increasing the principal amount owed to such Originator under a promissory note (as amended or modified from time to time, each a “Note” and until collectively the earlier “Notes”) executed and delivered by Buyer to occur the order of (1) all letters such Originator as of credit issued the Initial Funding Date. The outstanding principal amount owed to an Originator under the Revolving Loan Credit Agreement having terminated related Notes may be reduced from time to time as provided in Section 3.2 hereof or expired or been cancelled by payments made by Buyer from Available Funds, provided that such Originator has paid all amounts then due by such Originator hereunder. Each Originator shall make all appropriate record keeping entries with respect to amounts due to such Originator under the related Notes to reflect payments by Buyer thereon and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 increases of the Revolving Loan Credit Agreement; and (c) be deemed principal amount thereof, and such Originator’s books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest owed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors such Originator under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timerelated Notes.

Purchase Price. Such purchase and sale The Purchase Price shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, paid as applicable), the applicable Term Loan Purchasers shallfollows: (a) pay Within two (2) business days after Purchaser’s receipt of a fully executed electronic or provide to the Revolving Agent for the benefit hard copy of the Revolving Loan Lenders as the purchase price therefor this Agreement, the sum of $2,000,000.00 (ithe “▇▇▇▇▇▇▇ Money Deposit”) delivered to Partners Title Company (the full amount of all of “Escrow Agent”) by federally wired immediately available funds to be held by the Revolving Loan Obligations then outstanding Escrow Agent, by and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral provisions of this Agreement. Upon deposit, this ▇▇▇▇▇▇▇ Money Deposit of $2,000,000.00 is to be provided and (z) except as otherwise provided below, any early termination fee nonrefundable unless Seller is in default hereunder or prepayment fee payable if this Agreement is terminated pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation any applicable provision of this Agreement which provides for a refund of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv))▇▇▇▇▇▇▇ Money Deposit; (b) be deemed to have agreed not to amendOn the Closing Date (as hereinafter defined), modify or waive the provisions of (i) Section 13.1 balance of the Revolving Loan Credit Agreement so as Purchase Price adjusted in accordance with the prorations by federally wired immediately available funds delivered to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; andEscrow Agent’s account. (c) be deemed Seller and Purchaser acknowledge and agree that Purchaser’s agreement to have perform its obligations under this Agreement, including the obligation to deposit the ▇▇▇▇▇▇▇ Money, is adequate and sufficient consideration to support this Agreement, notwithstanding Purchaser’s termination rights hereunder. In addition to the foregoing consideration, at the same time Purchaser makes the ▇▇▇▇▇▇▇ Money Deposit with the Escrow Agent, Purchaser shall deliver to Seller cash in the amount of $100.00 (the “Independent Contract Consideration”) which amount has been bargained for and agreed to reimburse as consideration for Purchaser’s exclusive right or option to purchase the Property, the right to inspect the Property as provided herein, and Purchaser’s other rights and remedies herein. The Independent Contract Consideration is in addition to and independent of all other consideration provided in this Agreement, and is nonrefundable in all events. (d) The ▇▇▇▇▇▇▇ Money Deposit is non-refundable when made, (as provided in Paragraph 2(a)), except if Seller is in default hereunder or if required by this Agreement is terminated pursuant to any Revolving Loan Creditor, backed by stand-by letters applicable provisions contained in this Agreement which provide for a refund of credit or cash collateral in an amount and in a manner reasonably satisfactory the ▇▇▇▇▇▇▇ Money Deposit. All ▇▇▇▇▇▇▇ Money shall be credited to the Revolving Agentbalance of the Purchase Price at Closing. All interest on the ▇▇▇▇▇▇▇ Money remains the sole and exclusive property of Purchaser, does not become part of the ▇▇▇▇▇▇▇ Money, and is payable to Purchaser upon the termination (for whatever reason) or Closing. (e) If (i) Seller or an affiliate of Seller becomes a debtor in bankruptcy, whether voluntarily or involuntarily, under Title 11 of the Revolving Loan Creditors U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (ii) a trustee or receiver of any property interest is appointed; or (iii) Seller makes an assignment for the benefit of creditors and the Property constitutes property of the bankruptcy estate, then for purposes of this Agreement, the rejection of this Agreement by court order or operation of law, shall constitute a “termination” hereunder and Purchaser shall be entitled to the return of the ▇▇▇▇▇▇▇ Money Deposit. Seller acknowledges that its rights and interest in respect of indemnification obligations of Obligors under and to the Revolving Loan Financing Documents owed ▇▇▇▇▇▇▇ Money Deposit, are limited to a Revolving Loan Creditor as right of payment only pursuant to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before terms of this Agreement and the date of such purchase escrow provisions and sale; providedthat the ▇▇▇▇▇▇▇ Money Deposit, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall not be remitted by wire transfer of immediately available funds to such bank account property of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timebankruptcy estate.

Purchase Price. Such purchase and sale No Option Shares shall be made by execution and delivery issued until full payment of the purchase price for those Shares has been received by the applicable Secured Creditors Company. The Director may pay the Option purchase price described above in one or more of a Commitment Transfer Supplement in the form attached following forms: (a) cash equal to the Revolving Loan Credit Agreement purchase price for the Option Shares being purchased; (provided, b) a check payable to the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in order of the Revolving Loan Obligations). Upon Company for the purchase price of the Option Shares being purchased; (c) delivery of Shares of Common Stock (including by attestation) that the Director has owned for at least six (6) months and have a Fair Market Value (determined on the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (adelivery) pay or provide equal to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid Option Shares being purchased; (d) delivery (including principalby facsimile) to the Human Resources Department of the Company at Manitowoc, accrued and unpaid interestWisconsin, unpaid fees, and expenses, including reasonable attorneys’ fees and expensesof an executed irrevocable option exercise form together with irrevocable instructions, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant a form acceptable to the Revolving Loan Credit Company, to a broker-dealer to sell or margin a sufficient portion of the Shares issuable upon exercise of this Option and deliver the sale or margin loan proceeds directly to the Company to pay for the exercise price; or (e) any other form of payment expressly approved, in advance and in writing, by an authorized Committee representative. The Director may satisfy any tax withholding obligation of the Company arising from the exercise of an Option under this Agreement, plus (ii) the Required Cash Collateral plus (iv) solely in whole or in part, by paying such tax obligation in cash or by check made payable to the extent actually collected Company, or by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed electing to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement Company withhold Shares having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing Fair Market Value on or before the date of such purchase and sale; providedexercise equal to the amount required to be withheld, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds subject to such bank account of the Revolving Agent rules as the Revolving Agent Committee may designate in writing adopt. In any event, the Company reserves the right to withhold from any compensation otherwise payable to the applicable Term Loan Purchasers for Director such purposeamount as the Company determines is necessary to satisfy the Company’s tax withholding obligations arising from the exercise of this Option. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time{USE THE FOLLOWING PARAGRAPH IF THE GRANT DATE IS NOT THE DATE OF THIS AGREEMENT.

Purchase Price. Such purchase Subject to the terms and sale shall be made by execution conditions of this Agreement, in reliance on the representations, warranties, and agreements of the Shareholders and the Acquired Company contained herein and in consideration of the aforesaid sale, assignment, and delivery by of the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (providedAcquired Company Shares, the Term Loan Purchasers Buyer shall not be required to take promissory notes evidencing their respective interests deliver at the Consummation in full payment for aforesaid sale, assignment, and delivery of the Revolving Loan Obligations). Upon shares, at a purchase price of $750,000 broken out as $150,000 in cash, an eighteen (18) month $225,000 unsecured Promissory Notes and $375,000 in Buyers stock (the date of such purchase and sale (or date thereafter, as applicable"Unadjusted Price"), which includes the applicable Term Loan Purchasers shall: (a) pay or provide to the Revolving Agent consideration for the benefit of Shareholders covenant not to compete (Section 5.14), for the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principalAcquired Company Shares, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is subject to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable adjustment pursuant to the Revolving Loan Credit Agreementprovisions of Section 2.__(said amount, plus as adjusted, the "Purchase Price"). The $375,000 worth of Buyer's common stock representing _______ of the Buyer Shares, valued at $_____ per share (ii) the Required Cash Collateral plus (iv) solely share price determined average Consummation "ask" price 5 business days prior to Consummation); Relevant thereto, Buyer hereby agrees and acknowledges that it shall provide Sellers with "piggyback" registration rights to the extent actually collected Buyer Shares referenced herein in order to register said shares under the Securities Act of 1933, as amended, with the US Securities and Exchange Commission, which rights are more fully described in that certain Registration Rights Agreement by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following and between the consummation parties hereto, a copy of which is attached hereto and incorporated herein as Exhibit "A." Further, Sellers agree to execute and deliver to the Buyer that certain "Leakout Agreement" relevant to the Buyer Shares, a copy of which is attached hereto and incorporated herein as Exhibit B;" In addition, the Buyer agrees to provide "Floor Protection" of the purchase and sale shares the Seller acquires as part of this transaction as long as the balloon note is still in place. The protection, better described in this Section 7Exhibit C, defines that if the Seller actually sells stock in a major market at a price lower than the original stock price identified at Consummation, the early termination fee provided for Buyer will replace the actual loss either in Section 13.1 cash or common shares at the Buyer's option. The Seller shall payoff all liabilities up to the Consummation Date. The payment of the Revolving Loan Credit Agreement (it being understood and agreed that payment Purchase Price shall be fixed. Outside of such early termination fee shall not the Seller paying off all liabilities up to the Consummation date there will be a condition no adjustments to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the Revolving Loan Financing Documents owed to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith by the Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York timeprice.

Purchase Price. Such purchase In connection with the exercise of the Purchase Option and in full consideration for the sale shall be made by execution and delivery by transfer of the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached Acquired Assets, including but not limited to the Revolving Loan Credit Agreement (providedVessels, Charterer, or its designee, shall on the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: Purchase Closing Date: (a) assume the Assumed Liabilities and (b) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of Shipowner an amount equal to (i) the full total amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued interest and unpaid interestother amounts outstanding under the National City Financing Documentation or Replacement Financing Documentation, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreementapplicable, plus (ii) the Required Cash Collateral total amount of principal, interest and other amounts outstanding under the Subordinated Debt Financing Documentation or Replacement Subordinated Debt Financing Documentation, as applicable, plus (iii) $400,000, plus (iv) solely an amount equal to sixteen percent (16%) simple interest per year (based on a 365-day year) on the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five amount set forth under clause (45iii) calendar days following the consummation of the purchase and sale described in this Section 7, 20.2 for the early termination fee provided for period commencing on the date hereof and ending on the Purchase Closing Date. Shipowner and Charterer shall act in Section 13.1 good faith to complete the form of the Revolving Loan Credit Vessel Purchase Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation schedules and exhibits thereto (i) with respect to such fee shall be to deliver such fee to matters therein requiring completion by or agreement between the Revolving Agent to the extent actually received from the Borrower or any other Obligorparties, as required by the foregoing clause (iv)); (b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or and (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Sections 2.9 through 2.18 of the Revolving Loan Credit Agreement; and (c) be deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, backed by stand-by letters of credit or cash collateral in an amount and in a manner reasonably satisfactory to the Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under any matters then existing with respect to the Revolving Loan Financing Documents owed Shipowner or the Vessels that customarily would be addressed in an agreement contemplating transactions similar to a Revolving Loan Creditor as to matters or circumstances for which a claim has been asserted in good faith the transactions contemplated by the Revolving Agent or another Revolving Loan Creditor form of Vessel Purchase Agreement. Charterer shall have the right to waive inclusion in writing on or before the date definitive Vessel Purchase Agreement of such purchase and sale; provided, any provision in no event will Term Loan Lenders or any Term Loan Purchaser have any liability the form of Vessel Purchase Agreement that is for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account the benefit of the Revolving Agent as "Buyer" thereunder, and Shipowner shall have the Revolving Agent may designate right to waive inclusion in writing to the applicable Term Loan Purchasers definitive Vessel Purchase Agreement of any provision in the form of Vessel Purchase Agreement that is for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if benefit of the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m. New York, New York time"Company" thereunder.