General Electric Capital Corporation 901 Main Avenue Norwalk, Connecticut 06851

“Notwithstanding the foregoing, in no event shall the Unadjusted Purchase Prices set forth on Schedule 1 or Schedule 3,as applicable, for the following assets be adjusted pursuant to Section 1.2or Section 1.4 of this Agreement (and the applicable Unadjusted Purchase Prices set forth on Schedule 1 or Schedule 3, as applicable, shall be included for such assets in the Estimated Initial Equity Purchase Price or the Estimated Initial Deferred Purchase Price, as applicable, without any such further adjustment):

“The Seller Parties shall prepare all Tax Returns of the Purchased Entities and any Subsidiaries thereof for periods ending on or prior to the applicable Closing Date (“Pre-Closing Tax Periods”). All such Tax Returns shall be prepared consistent with the past practices of the Seller Parties unless otherwise required by applicable law. Regarding any such Tax Returns prepared after the Closing Date (except for (x) any Tax Returns to be filed with a Tax Authority in Mexico with respect to income (the “Mexico Tax Returns”), and (y) any Tax Returns related to value added Taxes (the “VAT Tax Returns”)), the Seller Parties shall deliver, or cause to be delivered, to the Purchaser Parties a draft of each such Tax Return (on a stand-alone pro forma basis) at least thirty (30) days before the due date for filing, including any applicable extensions (unless the applicable due date is less than sixty (60) days after the Closing Date, in which case the Seller Parties shall deliver, or cause to be delivered, to the Purchaser Parties such draft Tax Returns within a reasonable time prior to filing). The Purchaser Parties shall have fifteen (15) days from the receipt thereof to provide the Seller Parties with any comments or proposed adjustments to such draft Tax Returns for the Pre-Closing Tax Periods, and any such comments or proposed adjustments shall be considered by the Seller Parties in good faith. Regarding any such Mexico Tax Returns or VAT Tax Returns prepared after the Closing Date, the Seller Parties shall deliver, or cause to be delivered, to the Purchaser Parties a draft of each such Mexico Tax Return or VAT Tax Return (on a stand-alone pro forma basis) at least five (5) Business Days before the due date for filing, including any applicable extensions (unless the applicable due date is less than five (5) Business Days after the Closing Date, in which case the Seller Parties shall deliver, or cause to be delivered, to the Purchasing Parties such draft Mexico Tax Returns or VAT Tax Returns within a reasonable time prior to filing). The Purchaser Parties shall have three (3) Business Days from the receipt thereof to provide the Seller Parties with any comments or proposed adjustments to such draft Mexico Tax Returns or VAT Tax Returns for the Pre-Closing Tax Periods, and any such comments or proposed adjustments shall be considered by the Seller Parties in good faith. The Seller Parties shall timely file, or cause to be timely filed, such Tax Returns (including Mexico Tax Returns and VAT Tax Returns) for the Pre-Closing Tax Periods and timely pay, or cause to be timely paid, all Taxes shown as due thereon.”

Exercise of Option. The Parties acknowledge and agree that the requirement in Section 6.1 of the Purchase Agreement that the Option be exercised with respect to “all (but not less than all)” was not intended to (a) restrict the sale, disposition or Transfer of the Property listed as “Artemis - Leipzig (LEP)” on Schedule 3 (the “Leipzig Property”), or (b) eliminate the ability of the Seller Parties to exercise the Option in the event of the sale, disposition or Transfer of the Leipzig Property. As such, for purposes of clarity, Section 6.1 of the Purchase Agreement shall be amended to add the following sentence as the final sentence of Section 6.1 of the Purchase Agreement:

for the Purchased Interests listed on Schedule 1 of the Purchase Agreement with respect to the Purchased Entities known as “CCS FUNDING, LLC”, the reference to “May 31, 2015” in Section 7.2(c)(i) of the Purchase Agreement shall be changed to “June 30, 2015 (except to the extent that an agreement (the “CCS Funding Transfer Agreement”) with respect to the sale or Transfer of the interests in the CCS Funding, LLC joint venture to the Operating Partner thereof has been executed on or prior to June 30, 2015, in which case, the applicable Buy-Sell Discussion Period shall commence on the earlier of (i) August 31, 2015, and (ii) the date that is fifteen (15) days following the termination or expiration of the CCS Funding Transfer Agreement).” For the avoidance of doubt, and notwithstanding anything to the contrary contained in the Purchase Agreement, (x) the Purchaser Parties shall not have any obligation to acquire the Properties held by the CCS Funding, LLC joint venture or any Purchased Interest in such joint venture unless either (A) the Autumn Creek Property is included in such sale or (B) the Autumn Creek Property has been sold and any excess proceeds thereof delivered to the Purchaser Parties in accordance with the Sale Consent, (y) subject to clause (x), if the Seller Parties have the right to take control of the CCS Funding, LLC joint venture as of August 31, 2015, the Properties owned directly or indirectly by the CCS Funding, LLC (or otherwise distributed to the Seller Parties) shall be deemed Transferred Properties and the Seller Parties shall cause the Transfer such Transferred Properties to the Purchaser Parties on the next applicable Deferred Closing Date (or such later Deferred Closing Date on which all consents have been received for the Seller Parties to Transfer such Properties to the Purchaser Parties), and (z) if the Seller Parties do not have the right to take control of the CCS Funding, LLC and CCS Funding, LLC has either sold the Autumn Creek Property and delivered proceeds thereof to the Purchaser Parties pursuant to the consent executed by Seller Parties and Purchaser Parties as of the date hereof (the “Sale Consent”) or the Autumn Creek Property is still owned by the CCS Funding, LLC joint venture.

“(a) The Initial Debt Closing Date occurred on May 20, 2015.

(b) The Initial Equity Closing shall occur on July 15, 2015 (the “Initial Equity Closing Date”). For purposes of this Agreement the “Applicable Initial Closing Date” shall mean the Initial Equity Closing Date or the Initial Debt Closing Date as the context requires.”

“For the avoidance of doubt, it shall be a condition to each Party’s obligation to effect the Transaction in respect of the Property listed as Silver Forum; ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ on Schedule 2 (the “Polish Property”) that either (x) a tax ruling by the applicable Polish tax authorities shall have been issued to each of the Purchaser Parties and the Seller Parties (the “Polish Tax Rulings”), or (y) the applicable waiting period under the applicable Polish tax regulations (plus five (5) extra Business Days) shall have expired.”

“(x) with respect to any Purchased Commercial Loan, the applicable Deferred Closing shall not have occurred on or prior to the Outside Debt Date (or, in the case of any Purchased Commercial Loans in France, the date that is the later of (A) thirty (30) days following the conclusion of the consultations with the Works Councils or Employee Representative Bodies in France, and (B) thirty (30) days following the receipt of all applicable approvals under Antitrust Laws (but, in no event, later than March 31, 2016));”

“The Parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Price, unless otherwise required by Laws (including by a determination of a Tax Authority that, under applicable Laws, is not subject to further review or appeal). The Parties agree to use their respective Commercially Reasonable Efforts to ensure that any such payments are made between the Seller Party actually selling the relevant Purchased Interest, Transferred Property or Purchased Commercial Loan and the Purchaser Party actually purchasing such relevant Purchased Interest, Transferred Property or Purchased Commercial Loan.”

“This Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective permitted successors and permitted assigns. Neither this Agreement, nor any of the rights, interests or obligations under this Agreement, may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties. Any attempted or purported assignment in violation of this Section 12.9 shall be null and void and of no force or effect. Notwithstanding the foregoing, (a) the Seller Parties shall have the right to assign or delegate, in whole or in part, by operation of law or otherwise, any of its rights, interests or obligations under this Agreement to any Affiliate of the Seller Parties, provided that no such assignment or delegation shall release any Seller Party from its obligations hereunder; (b) the Purchaser Parties shall have the right to designate one or more Purchaser Party Designees as an assignee or delegatee of any of its rights, interests or obligations under this Agreement on or at any time following the date hereof, and such Purchaser Party Designees shall purchase, acquire and take title to any or all of the Purchased Interests, Transferred Properties or Purchased Commercial Loans by notice to the Seller Parties given at least ten (10) Business Days prior to the Closing, provided that there is no increase in the costs borne by the Seller Parties under Section 12.13 (unless paid by the Purchaser Parties); and providedfurther that no such assignment or delegation shall release any Purchaser Party from its obligations hereunder; and (c) the Purchaser Parties shall have the right to collaterally assign their rights in this Agreement to any lender.”

(g) relating to the Soldeva Proceeding.”

Schedule 3.8(a). Schedule 3.8(a) to the Purchase Agreement shall be amended and restated in its entirety as set forth on Schedule A attached hereto.

Designation of Purchased Commercial Loans. In accordance with Section 12.9of the Purchase Agreement (and subject to the terms and conditions thereof), the Purchaser Parties hereby designate (i) the one or more direct or indirect subsidiaries of Blackstone Mortgage Trust Inc. as set forth on Schedule Dto acquire the Purchased Commercial Loans set forth on Schedule D, and (ii) one or more direct or indirect subsidiaries of the fund commonly known as Blackstone Real Estate Debt Strategies (or an alternative investment vehicle thereof) to acquire the Purchased Commercial Loans set forth on Schedule E(the “BREDs Loans”). The Purchaser Parties shall provide the Seller Parties with the names of the entity that will acquire each BREDs Loan at least three (3) Business Days prior to the applicable Closing.

Designation of Kimco. In accordance with Section 12.9 of the Purchase Agreement (and subject to the terms and conditions thereof), the Purchaser Parties hereby designate Strategic Partners Real Estate VI Investments, L.P. (Series A) or one or more direct or indirect subsidiaries thereof to acquire the Kimco Interest.

Insurance Cooperation. From the date hereof until, with respect to any Purchased Commercial Loan in the United States, the date that is sixty (60) days following the Closing of such Purchased Commercial Loan (but in no event later than August 31, 2015) (such period, the “Insurance Cooperation Period”), the Seller Parties hereby agree (solely to the extent the Seller Parties have the ability to take such action under the applicable insurance policy and have personnel available to assist with such matter) to reasonably cooperate with the Purchaser Parties during the applicable Insurance Cooperation Period with respect to any insurance matters requested by the Purchaser Parties to be taken (including delivery of all notices received by the Seller Parties from an insurance carrier and cooperation is making and settlement of claims) in connection with such Purchased Commercial Loan in the United States. The obligations of the Seller Parties in this Paragraph FF shall survive the Closing until the expiration of the Insurance Cooperation Period.

Determination of GECC Composite Commercial Paper Rate. Following the Closing of the Purchased Commercial Loan commonly known as “Carlyle MHP Portfolio”, for so long as such Purchased Commercial Loan provides for the calculation of interest based on the “GECC Composite Commercial Paper Rate” and such rate is available, the Seller Parties hereby agree that within (five) 5 Business Days of the applicable Closing and by the 5th day of each calendar month thereafter until the maturity date of such Purchased Commercial Loan to provide the Purchaser Parties the information necessary to complete such calculation. The obligations of the Seller Parties in this Paragraph GG shall survive the Closing.

6060 Office Building Extension Fee. The Seller Parties and the Purchaser Parties acknowledge and agree that in connection with the Closing of the Purchased Commercial Loan commonly known as “6060 Office Building” (the “6060 Loan”) the Purchaser Parties received a credit equal to (i) $124,704.12, representing twenty-five percent (25%) of the exit fee that the Obligor under the 6060 Loan paid to the applicable Seller Party in connection with the extension/modification of the 6060 Loan and (ii) $41,864.27, representing the extension fee previously paid to the applicable Seller Party by the Obligor under the 6060 Loan.

Certain Cooperation. From and after the applicable Closing Date until December 31, 2015, but only for so long as the Purchaser Parties have an interest in and the ability to Control such Equity Asset or Purchased Entity, with respect to any Equity Asset or Purchased Commercial Loan (which in the case of the Purchased Commercial Loans shall be limited to legal fees and other third-party borrower-reimbursable costs incurred by the Seller Parties prior to the Closing of the applicable Purchased Commercial Loan), the Purchaser Parties shall (a) reasonably cooperate with the Seller Parties to invoice and accept payments from the applicable third party in connection with such invoice (without any obligation to engage a collection agency, send any demand notice (it being agreed that an invoice shall not constitute a demand notice), ▇▇▇ any third party, exercise any legal remedies under any applicable Contract or incur any expenses (other than de minimis expenses) over and above the expense of invoicing) any amounts payable by an Obligor or other third party to the Seller Parties or any Equity Entity for periods prior to the applicable Closing Date with respect to the Transferred Equity Asset or Purchased Commercial Loan, and (b) to the extent that any such amounts are received by any Purchaser Party or Affiliate thereof and the Seller Parties are entitled to such amounts under the Agreement, to promptly pay such amounts to the applicable Seller Party.

Seller Parties’ Cooperation. The following shall be added to the Purchase Agreement in Section 2.3(d) of the Purchase Agreement as an additional sentence at the end of Section 2.3(d) of the Purchase Agreement:

“Notwithstanding the foregoing or anything to the contrary contained in this Agreement, in no event shall any Seller Party be required to provide to the Title Company or any Purchaser Party any title affidavit, certification or indemnity in connection with any “non-imputation” endorsement or otherwise with respect to any Property that is Transferred to any of the Purchaser Parties or any Affiliates thereof by any Joint Venture or any Subsidiary thereof and for which a consent was executed by the applicable JV partner.”

Notices. The notice information for the Purchaser Parties set forth in Section 12.4 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“if to the Purchaser Parties to:

c/o The Blackstone Group
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

with a copy (which shall not constitute notice) to:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇”

Certain Equity Assets. Schedule 1to the Purchase Agreement shall be amended such that the Unadjusted Asset Purchase Price Amounts for each of the Equity Assets described on Schedule H-1attached hereto shall be replaced with the Unadjusted Asset Purchase Price Amount set forth opposite the name of each such Equity Asset on Schedule H-1 attached hereto. Schedule 2 to the Purchase Agreement shall be amended such that the Unadjusted Asset Purchase Price Amounts for each of the Equity Assets described on Schedule H-2attached hereto shall be replaced with the Unadjusted Asset Purchase Price Amount set forth opposite the name of each such Equity Asset on Schedule H-2 attached hereto.

Free Rent Credit. The Seller Parties and the Purchaser Parties hereby agree that notwithstanding anything to the contrary in the Purchase Agreement (including, without limitation, Section 1.4(h)(i) of the Purchase Agreement), (i) the credit the Purchaser Parties shall receive for free rent obligations with respect to all Equity Assets other than the Option Assets shall be $20,000,000, which amount (x) shall be credited to the Purchaser Parties at the Initial Equity Closing against the amounts otherwise payable by the Purchaser Parties to the Seller Parties and (y) shall be allocated $17,500,000 to one or more Equity Assets situated in the United States and $2,500,000 (or the equivalent amount in local currency) to one or more Equity Assets situated in Europe and (ii) the credit the Purchaser Parties shall receive for free rent obligations with respect to each Option Asset shall be two-thirds of the free rent obligations that would otherwise be credited to the Purchaser Parties pursuant to the Purchase Agreement, which amount shall be credited to the Purchaser Parties at the Closing of the applicable Option Asset. Except for the adjustments described in clause (i) and clause (ii) of this Paragraph OO, there shall be no further credits or adjustments of any kind at any time with respect to free rent obligations pursuant to Section 1.4(h)(i) of the Purchase Agreement or otherwise with respect to any Equity Assets (other than Option Assets pursuant to clause (ii)) and the applicable free rent credit for all Equity Assets (other than Option Assets) shall not be subject to true-up, arbitration or dispute of any kind.

Exhibit B. Exhibit B to the Purchase Agreement shall be supplemented by adding the “Supplement to Exhibit B-Employment Matters” attached hereto as Schedule I (the “Supplement”). For the avoidance of doubt, the Supplement is entered into by the Seller Parties and their respective Affiliates and ▇▇▇▇▇ Fargo Bank NA and/or any of its Affiliates, as a Purchaser Party Designee under the Purchase Agreement (“▇▇▇▇▇ Fargo”) only and all other Purchaser Parties (and their respective Affiliates) are not party to this Supplement. Notwithstanding anything contained in the Supplement to the contrary, the rights and obligations of the Purchaser Parties (other than ▇▇▇▇▇ Fargo) pursuant to the Purchase Agreement (including Exhibit B thereto) shall not be affected by the terms of this Supplement.

“9. The Parties agree and acknowledge that the Equity Entity (and the other entities, in the event that they become Equity Entities as the result of an Alternative Transaction in accordance with Section 1.5 of the Agreement) listed in paragraph 12 below shall notify the Initial Equity Closing Date as its accounting reference date and thus bring to an end the period of account for UK corporation tax purposes then current as at such date; such periods of account shall accordingly be Pre-Closing Tax Periods for the purposes of Section 5.6(c) of the Agreement and there shall be no Straddle Tax Periods for such Equity Entity (or other entities, if applicable). The Seller Parties shall within 60 days of the Closing Date prepare the accounts of such Equity Entity (and other entities, if applicable) for the period ending on that date and the Purchaser Parties shall procure that the relevant Equity Entity shall instruct KPMG LLP of 15 Canada Square, London (the “Auditors”) to undertake an audit in respect of such accounts. The Parties shall liaise with the Auditors with the intention that the said accounts be signed by the Auditors and on behalf of the relevant Equity Entity (and other entities, if applicable) within 90 days of the Closing Date.”

Certain Purchaser Party Designees. Notwithstanding anything to the contrary contained in the Purchase Agreement (including Section 12.15 thereof), (i) the obligations of the Purchaser Parties set forth on Schedule F attached hereto (the “Core SPEs”) under the Purchase Agreement shall be several and only relate to the Equity Assets acquired by each such Core SPE, and (ii) the Core SPEs shall have no obligation or liability under the Purchase Agreement with respect to the Termination Fee, including pursuant to Section 10.3 and Section 10.5(a) thereof.

Certain Amounts in Spain. The Parties acknowledge and agree that, with respect to certain Equity Assets situated in Spain, a credit in the amount of €2,138,889.29 or the actually credited amounts with respect to cash deposits (the “Security Deposit Credit”) related to certain tenant security deposits (and which tenant security deposits either shall be transferred to the applicable Purchaser Party or are retained for the benefit of the applicable landlord and tenant with the applicable Governmental Entities) was erroneously deducted by the Purchaser Parties in the applicable Initial Closing Statements at the Initial Equity Closing. To correct such error, the Purchaser Parties hereby agree that, within ten (10) Business Days following the Initial Equity Closing, the Purchaser Parties shall pay to the applicable Seller Parties in Spain an amount equal to the Security Deposit Credit and the Parties hereby agree that the Security Deposit Credit shall be subject to the provisions of Section 1.4(i) of the Purchase Agreement.

Effect. From and after the date of this Letter Agreement, each reference in the Purchase Agreement to “this Agreement” shall mean the Purchase Agreement, as amended pursuant to this Letter Agreement. In the event of any inconsistencies between this Letter Agreement and the Purchase Agreement, the terms of this Letter Agreement shall govern.

Counterparts. This Letter Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. This Letter Agreement may be executed by facsimile signature or in portable document format (PDF).

Entire Agreement. Except as specifically amended by this Letter Agreement, the Purchase Agreement remains in full force and effect and is hereby ratified and confirmed by the Parties. The Purchase Agreement (including all exhibit and schedules thereto), as amended by this Letter Amendment, constitutes the entire agreement of the Parties and their respective Affiliates and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter of this Agreement. Notwithstanding the foregoing, the Confidentiality Agreement will remain in full force and effect in all respects, except to the extent modified by the provisions of Section 12.1 of the Purchase Agreement.

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

If the Sunset Kor Property is sold in accordance with this Section, (x) the Purchased Interests in the Sunset Kor JV shall be deemed an Excluded Asset and (y) within thirty (30) days following any distribution or payment to the GE Partner in the Sunset Kor JV or any Affiliate thereof with respect to proceeds from the sale of the Sunset Kor Property, the Seller Representative shall pay to the Purchaser Representative (on behalf of the Purchaser Parties) an amount equal to the positive difference, if any, between (A) the net cash proceeds actually distributed or paid (on an as-and-when-received basis) to the GE Partner or any Affiliate thereof solely with respect to the sale of the Sunset Kor Property, minus (B) the amount that would have been paid by the applicable Purchaser Party to the applicable Seller Party with respect to the Purchased Interests in the Sunset Kor JV in accordance with Section 1.2 and Section 1.4 of the Purchase Agreement (including the Hypothetical Sale provisions set forth therein) if the Purchased Interests in such Purchased Entity had been Transferred to the Purchaser Parties in accordance with the terms of the Purchase Agreement (the resulting amount, the “Sunset Kor Proceeds Payment”); provided, however, that to the extent that all applicable Equity Closings under the Purchase Agreement have not yet been consummated, then the Seller Parties shall have the option (in their discretion) to instead make any payment of any Sunset Kor Proceeds Payment owing to the Purchaser Parties hereunder as a credit against the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, to be paid by the Purchaser Parties at the next applicable Equity Closing that occurs at least thirty (30) days after the date of the applicable distribution or payment.

In the event that the Sunset Kor Property is sold in accordance with the terms hereof prior to the applicable Closing, the Parties acknowledge and agree that proceeds from the sale, disposition or other Transfer of the Sunset Kor Property may be retained by the Sunset Kor JV, any Subsidiary thereof and/or a third party title company or escrow agent following the closing of the Transfer of such Property in order to satisfy post-closing indemnification obligations and other liabilities related to the sale of the Sunset Kor Property and to satisfy any liabilities associated with the wind-up and liquidation of the Sunset Kor JV and its Subsidiaries, in each case, other than with respect to the Seller Parties and their Affiliates; provided that if any such retained proceeds are subsequently distributed or paid to the GE Partner in the Sunset Kor JV or any Affiliate thereof, then such distributed proceeds shall be paid by such GE Partner or Affiliate to the applicable Purchaser Party within ten (10) days following such distribution in accordance with Section 1.a(i) above.

With respect to the building located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (the “Rocky Point Building”) that is a part of the Property listed as “Pacific Coast Business Park” on Schedule 1 of the Purchase Agreement (the “Pacific Coast Property”), the GE Partner in the applicable Purchased Entity shall be entitled to consent to the sale, disposition or other Transfer by such Purchased Entity or its applicable Subsidiary of the Rocky Point Building for a purchase price equal to or greater than $2,369,000 (the “Rocky Point Purchase Price”) and shall be entitled to take all actions to cause such sale, disposition or other Transfer to occur; provided, however, the Seller Parties shall not amend (and shall not consent to the amendment of) that certain Pacific Coast Business Park Purchase Agreement, dated March 24, 2015, by and between AMB DFS Pacific Coast, LLC and Belching Beaver Brewery, Inc. (the “Rocky Point Purchase Agreement”) or grant any waivers thereunder without the prior written consent of the Purchaser Parties, which consent may be granted or withheld in the Purchaser Parties sole discretion. If the Rocky Point Building is sold or Transferred as described above prior to the applicable Closing with respect to the Pacific Coast Business Park Property, then the Unadjusted Purchase Price with respect to the Pacific Coast Property shall be reduced by the Rocky Point Purchase Price.

Leipzig: With respect to the Property listed as “Artemis - Leipzig (LEP)” on Schedule 3 of the Purchase Agreement (the “Leipzig Property”), the Purchaser Parties have consented to a sale of the Leipzig Property (the “Leipzig Sale”) for a purchase price equal to or greater than €1,578,000 (the “Leipzig Purchase Price”) pursuant to that certain Purchase Agreement, dated as of February 3, 2015, by and between 33. Opus Vermögensverwaltung GmbH (AG Leipzig, HRB 31067) and Grundstücksgesellschaft Elster Business Park mbH & Co. KG, Bad Homburg vdH, as amended by that certain letter agreement dated 27/29 May 2015 (the “Leipzig Purchase Agreement”). In the event that the Leipzig Property is sold prior to the Closing of the related Purchased Interests, the Leipzig Property shall be deemed an Excluded Asset. Notwithstanding the foregoing, the Seller Parties shall not amend the Leipzig Purchase Agreement or grant any waivers thereunder in any way materially adverse to the seller thereunder or to decrease the Leipzig Purchase Price to an amount less than €1,578,000 without the prior written consent of the Purchaser Parties, which consent may be granted or withheld in the Purchaser Parties sole discretion.  

Within thirty (30) days following any distribution or payment to the GE Partner in CCS Funding, LLC or any Affiliate thereof with respect to proceeds from the sale, disposition or other Transfer of the Property known as “Autumn Creek” (the “Autumn Creek Property”), the Seller Representative shall pay to the Purchaser Representative (on behalf of the Purchaser Parties) an amount equal to the difference, if positive, between (A) the net cash proceeds actually distributed or paid (on an as-and-when-received basis) to the GE Partner or any Affiliate thereof solely with respect to the sale of the Autumn Creek Property (which for the avoidance of doubt shall include any proceeds paid on account of distributions or payments to the GE Partner or any Affiliate thereof pursuant to that certain Limited Liability Company Agreement of VGP Funding, LLC dated as of May 24, 2007, as amended (the “VGP LLC Agreement”), minus (B) the amount that would have been paid by the applicable Purchaser Party to the applicable Seller Party with respect to the Property known as Autumn Creek in accordance with Section 1.2 and Section 1.4 of the Purchase Agreement (including the Hypothetical Sale provisions set forth therein) if the Purchased Interests in such Purchased Entity had been Transferred to the Purchaser Parties in accordance with the terms of the Purchase Agreement (the resulting amount, the “Autumn Creek Proceeds Payment”); provided, however, that to the extent that all applicable Equity Closings under the Purchase Agreement have not yet been consummated, then any Autumn Creek Proceeds Payment may instead be paid by the Seller Representative to the Purchaser Parties as a credit against the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, to be paid by the Purchaser Parties at the next applicable Equity Closing that occurs at least thirty (30) days after the date of the applicable distribution or payment.

Sale of Interest in CCS Funding and VGP Funding, LLC JVs: Following the sale of the Autumn Creek Property to a third party and no later than August 31, 2015, the GE Partner shall be entitled to sell, dispose of or otherwise Transfer its interests in the Purchased Entity known as “CCS Funding, LLC” (which, at the time of the applicable Closing, will own the Properties known as “Enclave at Foothills”, “Peaks at ▇▇▇▇▇▇▇▇▇▇” and “Union Hills”) and the entity known as “VGP Funding, LLC” to the third party joint venture partner in CCS Funding, LLC and VGP Funding, LLC for an aggregate purchase price equal to or greater than $1,100,000 and shall be entitled take all actions (including causing the execution of a purchase contract subject to the reasonable approval of the Purchaser Parties) in connection therewith. The closing of the sale of the applicable GE Partner’s interests in CCS Funding, LLC and VGP Funding, LLC must occur on or before August 31, 2015. The purchasing partner will provide a $220,000 (20%) non-refundable ▇▇▇▇▇▇▇ money deposit to be applied as a credit at closing. 

▇▇▇▇▇▇▇ at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. With respect to the Property listed as “Hampton at Hawthorne ▇▇▇▇▇ (the “Hampton ▇▇▇▇▇ Property”) on Schedule 1 of the Purchase Agreement, the GE Partner in JPI Lifestyle Apartment Communities, L.P. (the “JPI JV”) shall be entitled to consent to the sale, disposition or other Transfer by the JPI JV or its applicable Subsidiary of the Hampton ▇▇▇▇▇ Property for a purchase price equal to or greater than $15,050,000 (the “Hampton Inn Purchase Price”) and shall be entitled to take all actions (including causing the execution of a purchase contract subject to the reasonable approval of the Purchaser Parties) to cause such sale, disposition or other Transfer to occur. In connection with such consent and approval, each of the Purchaser Representative (on behalf of the Purchaser Parties) and the Seller Representative (on behalf of the Seller Parties) make the following additional acknowledgements and agreements:   

If the Hampton ▇▇▇▇▇ Property is sold or Transferred as described above prior to the applicable Closing with respect to the JPI JV, then (x) the Hampton ▇▇▇▇▇ Property shall be deemed an Excluded Asset, and (y) within thirty (30) days following any distribution or payment to the GE Partner in the JPI JV or any Affiliate thereof with respect to proceeds from the sale of the Hampton ▇▇▇▇▇ Property, the Seller Representative shall pay to the Purchaser Representative (on behalf of the Purchaser Parties) an amount equal to the positive difference, if any, between (A) the net cash proceeds actually distributed or paid (on an as-and-when-received basis) to the GE Partner or any Affiliate thereof solely with respect to the sale of the Hampton ▇▇▇▇▇ Property, minus (B) the amount that would have been paid by the applicable Purchaser Party to the applicable Seller Party with respect to the Purchased Interests in the JPI JV in accordance with Section 1.2 and Section 1.4 of the Purchase Agreement (including the Hypothetical Sale provisions set forth therein) if the Purchased Interests in such Purchased Entity had been Transferred to the Purchaser Parties in accordance with the terms of the Purchase Agreement (the resulting amount, the “Hampton ▇▇▇▇▇ Proceeds Payment”); provided, however, that to the extent that all applicable Equity Closings under the Purchase Agreement have not yet been consummated, then the Seller Parties shall have the option (in their discretion) to instead make any payment of any Hampton ▇▇▇▇▇ Proceeds Payment owing to the Purchaser Parties hereunder as a credit against the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, to be paid by the Purchaser Parties at the next applicable Equity Closing that occurs at least thirty (30) days after the date of the applicable distribution or payment. 

Property PSA Claims: With respect to the sale of the Sunset Kor Property, the Autumn Creek Property, the Hampton ▇▇▇▇▇ Property, the Rocky Point Building, the Grissom Lane Property or the Avon Property, as applicable, so long as (A) with respect to the Sunset Kor Property, the Autumn Creek Property, the Hampton ▇▇▇▇▇ Property, the Grissom Lane Property or the Avon Property, as applicable, (1) such asset has been deemed an Excluded Asset pursuant to the Purchase Agreement, and (2) the Purchaser Parties shall have received the Sunset Kor Proceeds Payment, the Autumn Creek Proceeds Payment, the Hampton ▇▇▇▇▇ Proceeds Payment, the Grissom Lane Proceeds, or the Avon Proceeds, as applicable, or (B) with respect to the Rocky Point Building, such asset has been sold prior to the applicable Closing with respect to the Pacific Business Park Property, then:

After closing of the sale of the Sunset Kor Property, if one or more claims is asserted against the applicable selling entity and/or any or its affiliates or constituent partners or members, arising from or relating to (x) a breach or inaccuracy of a representation or warranty or (y) indemnification obligations under the applicable purchase and sale agreement (collectively, “Property PSA Claims”), then to the extent any Seller Party consents to or otherwise becomes obligated to make contributions or to pay, directly or indirectly, any costs, expenses or payments with respect to or on account of any Property PSA Claim relating to the Sunset Kor Property, the Purchaser Parties shall, jointly and severally, be obligated to pay the applicable Seller Parties the aggregate amount of all such costs, expenses or payments not to exceed the Sunset Kor Proceeds Payment. Any such payments shall be made by the earlier of (i) the date that such contribution is required under the applicable Venture Agreement and (ii) thirty (30) days of receipt of notice from the Seller Parties that any such Property PSA Claims are payable. The Seller Parties shall consult with the Purchaser Parties in advance of consenting to make or pay any such contribution or payment (but in no event shall the Seller Parties be required to obtain consent of the Purchaser Parties in connection with any such contribution or payment). 

After closing of the sale of the Grissom Lane Property, if one or more claims is asserted against the applicable selling entity and/or any or its affiliates or constituent partners or members, arising from or relating to Property PSA Claims, then to the extent any Seller Party consents to or otherwise becomes obligated to make contributions or to pay, directly or indirectly, any Property PSA Claim relating to the Grissom Lane Property, the Purchaser Parties shall, jointly and severally, be obligated to pay the applicable Seller Parties the aggregate amount of all such costs, expenses or payments not to exceed the Grissom Lane Proceeds. Any such payments shall be made by the earlier of (i) the date that such payment is required under the Grissom Lane Purchase Agreement and (ii) thirty (30) days of receipt of notice from the Seller Parties that any such Property PSA Claims are payable. The Seller Parties shall consult with the Purchaser Parties in advance of consenting to make or pay any such contribution or payment (but in no event shall the Seller Parties be required to obtain consent of the Purchaser Parties in connection with any such contribution or payment). 

After closing of the sale of the Avon Property, if one or more claims is asserted against the applicable selling entity and/or any or its affiliates or constituent partners or members, arising from or relating to Property PSA Claims, then to the extent any Seller Party consents to or otherwise becomes obligated to make contributions or to pay, directly or indirectly, any Property PSA Claim relating to the Avon Property, the Purchaser Parties shall, jointly and severally, be obligated to pay the applicable Seller Parties the aggregate amount of all such costs, expenses or payments not to exceed the Avon Proceeds. Any such payments shall be made by the earlier of (i) the date that such payment is required under the Avon Purchase Agreement and (ii) thirty (30) days of receipt of notice from the Seller Parties that any such Property PSA Claims are payable. The Seller Parties shall consult with the Purchaser Parties in advance of consenting to make or pay any such contribution or payment (but in no event shall the Seller Parties be required to obtain consent of the Purchaser Parties in connection with any such contribution or payment).

▇▇▇▇▇▇▇ ▇▇▇▇.

With respect to the Property listed as “▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇” on Schedule 2 of the Purchase Agreement (the “Grissom Lane Property”), the Purchaser Parties have consented to a sale of the Grissom Lane Property for a purchase price equal to or greater than $575,000 pursuant to that certain Real Estate Purchase and Sale Agreement, dated as of March 23, 2015, by and between General Electric Credit Equities, Inc. and S&P Consulting, Inc. (the “Grissom Lane Purchase Agreement”). In the event that the Grissom Lane Property is sold pursuant to the Grissom Lane Purchase Agreement prior to the applicable Closing of the Grissom Lane Property under the Purchase Agreement, (i) the Grissom Lane Property shall be deemed an Excluded Asset and (ii) within thirty (30) days of the Seller Parties’ receipt of the net cash proceeds from the sale of the Grissom Lane Property (the “Grissom Lane Proceeds”), the Seller Representative shall pay to the Purchaser Representative (on behalf of the Purchaser Parties) an amount equal to the positive difference, if any, (the “Grissom Lane Credit”) between (A) Grissom Lane Proceeds and (B) the Unadjusted Asset Purchase Price for the Grissom Lane Property; provided, however, that to the extent that all applicable Equity Closings under the Purchase Agreement have not yet been consummated, then any Grissom Lane Credit may instead be paid by the Seller Representative to the Purchaser Parties as a credit against the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, to be paid by the Purchaser Parties at the next applicable Equity Closing that occurs at least thirty (30) days after the date of the receipt of the Grissom Lane Proceeds. Notwithstanding the foregoing, the Seller Parties shall not amend the Grissom Lane Purchase Agreement or grant any waivers thereunder without the prior written consent of the Purchaser Parties, which consent may be granted or withheld in the Purchaser Parties sole discretion. 

In the event that the Grissom Lane Property is sold in accordance with the terms hereof prior to the applicable Closing, the Parties acknowledge and agree that proceeds from the sale, disposition or other Transfer of the Grissom Lane Property may be retained by the applicable Seller Party and/or a third party title company or escrow agent following the closing of the Transfer of such Property in order to satisfy post-closing indemnification obligations and other liabilities related to the sale of the Grissom Lane Property, except, in each case, to the extent such obligations or liabilities relate to the Seller Parties or their Affiliates; provided that if any such retained proceeds are subsequently distributed or paid to the applicable Seller Party or any Affiliate thereof, then such distributed proceeds shall be paid by such Person to the applicable Purchaser Party within ten (10) days following such distribution in accordance with Section 1.i(i) above.

Avon. 

With respect to the Property listed as “▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇” on Schedule 2of the Purchase Agreement (the “Avon Property”), the Purchaser Parties have consented to a sale of the Avon Property for a purchase price equal to or greater than $1,850,000 pursuant to that certain Real Estate Purchase and Sale Agreement, dated as of May 20, 2015, by and between Leeward Strategic Properties, Inc. and North House Realty, LLC (the “Avon Purchase Agreement”). In the event that the Avon Property is sold pursuant to the Avon Purchase Agreement prior to the applicable Closing of the Avon Property pursuant to the Avon Purchase Agreement, (i) the Avon Property shall be deemed an Excluded Asset and (ii) within thirty (30) days of the Seller Parties’ receipt of the net cash proceeds from the sale of the Avon Property (the “Avon Proceeds”), the Seller Representative shall pay to the Purchaser Representative (on behalf of the Purchaser Parties) an amount equal to thepositive difference, if any, (the “Avon Credit”) between (A) Avon Proceeds and (B) the Unadjusted Asset Purchase Price for the Avon Property; provided, however, that to the extent that all applicable Equity Closings under the Purchase Agreement have not yet been consummated, then any Avon Credit may instead be paid by the Seller Representative to the Purchaser Parties as a credit against the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, to be paid by the Purchaser Parties at the next applicable Equity Closing that occurs at least thirty (30) days after the date of the receipt of the Avon Proceeds. Notwithstanding the foregoing, the Seller Parties shall not amend the Avon Purchase Agreement or grant any waivers thereunder without the prior written consent of the Purchaser Parties, which consent may be granted or withheld in the Purchaser Parties sole discretion.

 In the event that the Avon Property is sold in accordance with the terms hereof prior to the applicable Closing, the Parties acknowledge and agree that proceeds from the sale, disposition or other Transfer of the Avon Property may be retained by the applicable Seller Party and/or a third party title company or escrow agent following the closing of the Transfer of such Property in order to satisfy post-closing indemnification obligations and other liabilities related to the sale of the Avon Property, except, in each case, to the extent such obligations or liabilities relate to the Seller Parties or their Affiliates; provided that if any such retained proceeds are subsequently distributed or paid to the applicable Seller Party or any Affiliate thereof, then such distributed proceeds shall be paid by such Person to the applicable Purchaser Party within ten (10) days following such distribution in accordance with Section 1.j(i)above.

Certain Restructuring Transactions.The Purchaser Parties hereby consent to the restructuring of (x) with respect to the Purchased Entity known as GE Real Estate Developments Limited (“GERED”), (1) a cash pool agreement with GE Capital European Treasury Services Limited as pool leader, and (2) a revolving credit facility with GE Capital UK Finance as lender, and (y) with respect to the Purchased Entity known as GE Real Estate Trading Limited (“GERET”), a cash pool agreement with GE Capital European Treasury Services Limited as pool leader (such arrangements described in this Section  1.k, the “Current Intracompany Arrangements”) as follows:

Prior to the applicable Closing, the applicable Seller Parties or their applicable Affiliates shall restructure the Current Intracompany Arrangements such that (1) each of GERET and GERED shall enter into a shareholder loan with a Seller Party or an Affiliate of a Seller Party in the form of a revolving credit facility (the “Replacement Intracompany Arrangements”), and (2) each of GERED and GERET shall use the proceeds of the revolving credit facility described in the immediately preceding clause to repay in full all obligations under the Current Intracompany Arrangements.

The Parties acknowledge and agree that the Purchaser Parties shall cause each of GERED and GERET to fully repay the Replacement Intracompany Arrangements at the applicable Closing.

Additional Restructuring Transactions. With respect to the Purchased Entity known as Soldeva Group de Inversiones 2006, S.L. (“Soldeva”), the Purchaser requested that the Seller execute the repayments of shareholder equity contributions via the creation of the Revolving Credit Agreement dated July 13, 2015 by and between Soldeva, as borrower, and GE Real Estate Iberia, S.A., as lender. The Purchaser Parties have also requested that the applicable Seller Parties file US tax Form 8832, “Entity Classification Election”, to treat Soldeva as a disregarded entity for US tax purposes.

Governing Law. This Consent letter will be governed by, and construed and enforced in accordance with, the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable conflicts of law principles thereof.

Counterparts. This Consent letter may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. This Consent letter may be executed by facsimile signature or in portable document format (PDF).

Prior Consents. Notwithstanding anything to the contrary, nothing contained herein shall be deemed to void or make ineffective any consent given by the Purchaser Parties prior to the date hereof.

Concurrently with the execution of the original Agreement, the French Purchaser executed and delivered to Seller, as the representative of certain of its Affiliates doing business in France, Belgium, Switzerland and the Netherlands (the “French Seller Parties”), a letter agreement pursuant to which the French Purchaser irrevocably offered to purchase the French Purchased Interests, the French Properties and the French Commercial Loans (the “Irrevocable Offer”), which was accompanied by a counterpart of this Amendment executed by the Purchaser Representative, on behalf of the Purchaser Parties, and by the French Purchaser.

Seller (in its capacity as the representative of the French Seller Parties) has determined to (i) accept the Irrevocable Offer, and (ii) evidence such acceptance by the execution of this Amendment, in accordance with Section 3 of the Irrevocable Offer.

The Parties (acting through the Seller Representative and the Purchaser Representative) desire to amend the Agreement in accordance with the terms and conditions set forth below.

Capitalized terms used in this Amendment and not defined herein, shall have the meanings given to such terms in the Agreement.

“French Option Asset” means each of the French Option Purchased Entities, French Option Interests and French Option Properties set forth on Schedule 3-B hereto.

“French Option Property” means each of the Property-Related Interests described on Schedule 3 hereto.

“French Option Purchased Entities” means each of the entities set forth on Schedule 3hereto.

“French Option Purchased Interests” means each of the Interests in each of the French Option Purchased Entities described on Schedule 3hereto.

“French Option Underlying Property” means any Property-Related Interest owned by a French Option Purchased Entity or any applicable Subsidiary or Joint Venture thereof.

“French Properties” shall mean each the French Transferred Properties and the French Underlying Properties.

“French Purchased Entities” shall mean the entities set forth on Schedule 1hereto under the column entitled “French Purchased Entity”.

“French Purchased Interests” shall mean each of the Interests set forth opposite the name of a French Purchased Entity on Schedule 1 hereto.

“French Purchased Commercial Loans” each of the Commercial Loans set forth on the French Signing Portfolio Tape (as such French Signing Portfolio Tape may be amended to reflect any Commercial Loans that are acquired or funded by the Seller Parties or the French Purchased Entities following the date of this Agreement in the ordinary course of the Seller Parties’ business in accordance with Section 5.25 of the Agreement, if any).

All references to “Option Assets” in the Agreement shall be deemed to include all French Option Asset.

All references to “Purchased Entities” in the Agreement shall be deemed to include all French Purchased Entities.

“3.8 Portfolio Tape.

 Deferred Assets.

The Parties acknowledge and agree that, to the extent that the Initial Closing has occurred prior to the Effective Date, then each of the French Properties, French Purchased Commercial Loans and French Purchased Interests (and any related French Underlying Properties and French Underlying Commercial Loans) shall constitute “Deferred Assets” pursuant to the terms of the Agreement.

Acquisition of GE Real Estate Italia Retail S.r.l. The Seller Parties and the Purchaser Parties agree as follows:

“In respect of European situated Equity Entities or Properties, any Transfer Taxes for the account of, or borne by, the Seller Parties pursuant to this Section 5.5 shall be paid, (i) by a Seller Party directly to the relevant Tax Authority so far as permitted by applicable Laws, or (ii) where Transfer Taxes are required to be paid to the relevant Tax Authority by a notary pursuant to applicable Laws, by the concerned Purchaser Party paying to such notary an amount equal to the Unadjusted Purchase Price, and thereafter by such notary (A) paying such Transfer Taxes to the relevant Tax Authority, (B) retaining the portion of its fees to be borne by the Seller Parties pursuant to Section 12.13 of this Agreement and (C) paying the balance over to the relevant Seller Party, or (iii) otherwise shall be paid to a Purchaser Party by the relevant Seller Party for payment by such Purchaser Party to the relevant Tax Authority.”

“Tax refunds to which the Seller Parties are entitled under this Section 5.6(d), including any refund connected with the Tax litigation mentioned in the final sentence of Section 5.6(f) of this Agreement (in each case, net of any taxes, charges or fees due, or costs incurred, in connection with the collection thereof), shall be paid by the Purchaser Parties to the Seller Parties within five (5) Business Days of the Purchaser Parties’ receipt of such Tax refund from the applicable Tax Authorities. The Purchaser Parties shall also deliver to the Seller Parties within five (5) Business Days of the Purchaser Parties’ receipt of such Tax refund from the applicable Tax Authorities evidence reasonably acceptable to the Seller Parties of the amount of the Tax refund received by the Purchaser Parties.”

“(h) any claw back (including based on a challengeable tax assessment) to the extent such claw back relates to or arises as a result of (i) the distribution of equity reserves by GE Real Estate Italia Retail S.r.l. to its shareholders as described in Step I of Section 4 of Schedule 5.1(i)(E) of this Purchase Agreement (GE Real Estate Italia Retail S.r.l Restructuring Plan) and (ii) GE Real Estate Italia Retail S.r.l. (x) being wound up or liquidated, (y) substantially ceasing any activity, or (z) being subject to a Bankruptcy proceeding, in each case within three (3) years of the date of this Agreement.”

Section12.13. The final sentence of Section 12.13of the Purchase Agreement shall be amended and restated as follows:

“The Purchaser Parties will be responsible for all Property Transfer Costs (including notary fees associated with the Transactions) and the Seller Parties will have no responsibility for obtaining or paying for any Surveys, Title Commitments or Property Transfer Costs, except that the Seller Parties shall be responsible for forty percent (40%) of notary fees associated with the Transfers of French-situated Equity Entities or Properties otherwise to be borne by the Purchaser Parties under this Section 12.13. Any notary fees which are the responsibility of the Seller Parties pursuant to this Section 12.13shall be paid to the relevant notary as described in 5.5(c) above. For purposes of clarification, Transfer Taxes do not constitute Property Transfer Costs and are governed by Section 5.5 of this Agreement.”

a. The definitions of “Property Transfer Costs” and “Transfer Taxes” set forth on Exhibit A to the Purchase Agreement are hereby amended and restated in their entirety as follows:

“Property Transfer Costs” means all title, transfer and closing costs and expenses associated with the Transactions including (i)costs related to the preparation of title commitments on all Properties, Underlying Properties and Commercial Loan Properties, (ii) premiums for extended owners title policies and customary endorsements, (iii) notary fees; and (iv) escrow fees; provided, that Property Transfer Costs shall not include the Seller Parties’ attorney fees incurred in connection with the Transfer of the Purchased Interests, the Properties, and the Purchased Commercial Loans or any Transfer Taxes.”

“Transfer Taxes” shall not include notary fees, recoverable value added taxes or any UK VAT, Polish VAT, Italian VAT or Spanish VAT, but shall otherwise mean any real property or other transfer, sales, use, goods and services, harmonized sales, non-recoverable value added (other than with respect to UK VAT, Polish VAT, Italian VAT or Spanish VAT), or stamp Taxes, fees, or duties, or any recording, registration or similar Taxes, fees or duties (together with any interest, penalty, or addition thereto).” 

b. The definition of “Excluded Liabilities” set forth on Exhibit A to the Purchase Agreement is hereby amended to add the following as clause (h) of such definition: 

“(g) relating to the Historical Italia Tax Proceedings.”  

2. Paragraph 1.f of the July 15 Consent Agreement hereby is amended as follows:
  

     a.   

Each reference to the date “August 31, 2015” hereafter shall be deemed a reference to the date “September 30, 2015”.