Pursuant to definition

Pursuant to an assignment agreement dated as of the Closing Date (the "Assignment Agreement") between PaineWebber and the Depositor, PaineWebber will convey the Underlying Securities to the Depositor. Pursuant to the Trust Agreement and a Cross-Receipt, the Depositor will convey the Underlying Securities to the Trustee. The Certificates are described more fully in the Registration Statement (as hereinafter defined). This is to confirm the arrangements with respect to the Underwriters' purchase of the Certificates. 2 The Assignment Agreement, the Trust Agreement and this Agreement are collectively referred to herein as the "Transaction Documents."

Pursuant to a share exchange agreement (the “Share Exchange Agreement”) dated for reference March 25, 2013 by and among Parent, ExchangeCo, MarilynJean Media Inc. (the “Company”) and all of the shareholders of the Company, ExchangeCo has agreed to issue exchangeable shares (the “Exchangeable Shares”) to certain holders of common shares of the Company pursuant to the terms of the Share Exchange Agreement; and

Pursuant to the authority granted to the Servicer in Section 3.1(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Excess Funding Account and to instruct the Trustee to make withdrawals and payments from the Excess Funding Account for the purposes of carrying out the Servicer's or the Trustee's duties hereunder. At the written direction of the Servicer, funds on deposit in the Excess Funding Account to be invested shall be invested by the Trustee in Eligible Investments selected by the

Pursuant to means, in relation to its use throughout this Constitution, literally “in accordance with (a law or a legal document or resolution)” [Source: Oxford Dictionaries; Oxford University Press];

Pursuant to an assignment agreement dated as of the Closing Date (the "Assignment Agreement") between the Underwriter and the Depositor, the Underwriter will convey the Underlying Securities to the Depositor. Pursuant to the Trust Agreement and a Cross-Receipt, the Depositor will convey the Underlying Securities to the Trustee. The Certificates are described more fully in the Registration Statement (as hereinafter defined). This is to confirm the arrangements with respect to the Underwriter's purchase of the Certificates. The Assignment Agreement, the Trust Agreement and this Agreement are collectively referred to herein as the "Transaction Documents."

Pursuant to administration plans and service plans, and all upon such terms and conditions as the Trustees in their discretion may determine.

Pursuant to. Section A thereof, (ii) the retention of Sands Brothers in connection with merger and acquisition activities pursuant to Section B thereof, (iii) the granting of the right of first refusal to Sands Brothers pursuant to Section C thereof, (iv) the granting of the right to designate a board member or observer to the board of directors of the Company pursuant to Section D thereof, (v) the issuance of warrants to purchase 600,000 shares of Common Stock to Sands Brothers and its designees (the "Investment Banking Warrants") pursuant to Section E thereof and (vi) the expense reimbursement and indemnification provisions thereof.

Pursuant to. Item 601(b)(2) of Regulation SK, certain exhibits to this Agreement and Plan of Reorganization have been omitted. Such exhibits will be submitted to the Securities and Exchange Commission upon request.

Pursuant to administration services that constitute a part of the ordinary course of the business of any Subsidiary of the Borrower or any Commonly Controlled Entity, which services are covered by liability insurance coverage customary for similar entities engaged in the plan administration services business), contributes to or is required to contribute to any employee benefit plan subject to Title IV of ERISA, Section 412 of the Code, Section 302 of ERISA or the minimum funding requirements of ERISA or the Code, or may incur any liability with respect to any such Plan that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. None of the Borrower, any Subsidiary of the Borrower or any Commonly Controlled Entity has at any time sponsored, maintained, administered (except pursuant to administration services that constitute a part of the ordinary course of the business of any Subsidiary of the Borrower or any Commonly Controlled Entity, which services are covered by liability insurance coverage customary for similar entities engaged in the plan administration services business), contributed to or was required to contribute to any employee benefit plan subject to Title IV of ERISA, Section 412 of the Code, Section 302 of ERISA or the minimum funding requirements of ERISA or the Code with respect to which Borrower, any of its Subsidiaries or any Commonly Controlled Entity may incur any liability that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. None of Borrower, any of its Subsidiaries or any Commonly Controlled Entity has engaged in a "prohibited transaction", as such term is defined in Section 4975 of the Code or in a transaction subject to Sections 406 or 407 of ERISA except for any such prohibited transaction or transaction that is disclosed on Schedule 4.13 that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each of the Plans and related trust agreements intended to be qualified and tax-exempt under the provisions of Code Sections 401(a) and 501(a) is so qualified and tax-exempt and has been so qualified and tax-exempt during the period from its adoption to date.