Collateral Status. The Grantors will promptly notify the Bank if there is any adverse change in the status of the Collateral that materially impairs its value or collectibility, or if any defenses, set-offs or counterclaims are asserted by Account Debtors which in the aggregate materially impair the value or collectibility of the Accounts.

REIT Status. The Plan shall be interpreted and construed in a manner consistent with the Company's status as a REIT. No Award shall be granted or awarded, and with respect to any Award granted under the Plan, such Award shall not vest, be exercisable or be settled:

Employment Status. The grant of the RSUs shall not be deemed to constitute a contract of employment for a particular term between the Company or a Related Company and the Participant, nor shall it constitute a right to remain in the employ of any such Company or Related Company.

If the [[Organization B:Organization]] is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, it shall deliver to the [[Organization A:Organization]], at the time or times reasonably requested by the [[Organization A:Organization]], such properly completed and executed documentation reasonably requested by the [[Organization A:Organization]] as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the [[Organization B:Organization]], if reasonably requested by the [[Organization A:Organization]] shall deliver such other documentation prescribed by applicable law or reasonably requested by the [[Organization A:Organization]] as will enable the [[Organization A:Organization]] to determine whether or not the [[Organization B:Organization]] is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in [Section 3.10(e)(ii)(1), (ii)(2) and (ii)(4)])])] below) shall not be required if in the [[Organization B:Organization]]’s reasonable judgment such completion, execution or submission would subject the [[Organization B:Organization]] to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the [[Organization B:Organization]].

As soon as reasonably practicable after the date of this Agreement, Buyer or an Affiliate of Buyer shall make an offer of employment to all of Seller’s current employees who are dedicated to perform work for (often referred to as “seconded to”) the Partnership, which employees are set forth on the list attached hereto as [Schedule 4.9(a)] (the “Employee List”). Seller shall terminate, or shall cause the applicable Affiliate of Seller to terminate, the employment of the Prospective Employees immediately prior to the Closing Date, and Seller shall use commercially reasonable efforts to assist Buyer and its Affiliates in employing the Prospective Employees prior to the Closing Date. The offer of employment shall be conditioned on # such Prospective Employee’s meeting Buyer’s standard U.S. hiring requirements, including: # successfully passing a background check and drug screening, # providing proof of eligibility for employment in the United States, # signing the commitment to Buyer’s Guide to Ethical Conduct and # with respect to any Prospective Employee that will be driving a vehicle in connection with his or her job with Buyer, successfully passing a background check with the applicable department of motor vehicles (the “Hiring Requirements”) and # the Prospective Employee timely reporting to work with Buyer. Buyer shall offer each Prospective Employee # base salary or hourly wages that are not less than such Prospective Employee’s current base salary or hourly wage, and # target cash bonus opportunities, 401(k), medical and life insurance benefits, which are, in the aggregate, substantially comparable, to the target cash bonus opportunities, 401(k), medical and life insurance benefits provided to such Prospective Employee immediately prior to the Closing Date. With respect to any employee benefit plan maintained by Buyer or its Affiliates in which any Transferred Employees will participate effective as of the Closing Date, Buyer shall, or shall cause any of their applicable Affiliates, to recognize all service of the Transferred Employees with Seller as if such service were with Buyer, solely for vesting and eligibility purposes including seniority as it relates to severance (but not benefit accrual purposes) in any such employee benefit plan in which such Transferred Employees may be eligible to participate after the Closing Date. For the avoidance of doubt, the service credit under this Section 4.9(a) shall apply when determining the rate of vacation accrual under the WABCO North America vacation policy for services rendered on and after the Closing Date with Buyer and its Affiliates.

Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing authority.

Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either # write a 144-3(a)(9) opinion to allow for salability of the Commitment Shares and/or Conversion Shares or # accept such opinion from Holder’s counsel.

* For voting purposes only. Percentages are approximate due to rounding.

Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in this [Section 2.12(e)] (vi)(A), (B) and (C) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

At-Will Status. Employee acknowledges, agrees and understands that he/she is an "at will" employee serving at the will and pleasure of the Employer. Employee understands, agrees and represents that this Change of Control Agreement and the terms herein in no way alters, amends or modifies the at-will status of the employee. Employee understands the full meaning of this paragraph.