Common use of At Closing Clause in Contracts

At Closing. (i) Seller shall deliver or cause to be delivered into escrow with the Escrow Agent: (A) a fully executed special warranty deed conveying the Property to Buyer (excluding the Water Rights), a special warranty deed with respect to the Certificated Water Rights and a quitclaim deed with respect to all Water Rights other than the Certificated Water Rights, each in a form reasonably acceptable to Buyer and Seller (collectively, the “Deeds”); (B) a bxxx of sale, in a form reasonably acceptable to Buyer and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, to the extent that the Water Companies provide such certificates and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart of the Relinquishment; (G) possession of the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Buyer. (ii) Buyer shall deliver or cause to be delivered into escrow with the Escrow Agent: (A) the balance of the Purchase Price, calculated and adjusted as set forth in Section 2, credited for the Deposit, and credited and debited with applicable prorations and closing costs; (B) an original executed and notarized counterpart of the Relinquishment; (B) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Seller.

At Closing. (i) Seller shall execute and deliver to Buyer an Assignment substantially in the form attached hereto as Exhibit B, containing a description of all Assets subject to assignment to Buyer, along with counterpart originals suitable for recording in each jurisdiction in which the Assets are located (suitably redacted to describe only the real property interests located in the applicable jurisdiction), conveying to Buyer the interest of Seller in the portion of the Assets to be conveyed by assignment; (ii) Seller shall fully execute and deliver to Buyer the Transition Services Agreement; (iii) Seller shall fully execute and deliver to Buyer one or cause more deeds, in the form attached hereto as Exhibit E, conveying to Buyer the Surface Fee; (iv) Seller shall deliver a certificate, signed by an authorized officer, certifying that the conditions set forth in Section 6.2 have been satisfied; (v) Seller shall execute and deliver a FIRPTA Affidavit in the form attached hereto as Exhibit C; (vi) Seller shall deliver to Buyer or its Affiliate, EnerVest Operating. L.L.C., executed Texas Railroad Commission Forms P-4 (or an acceptable blanket transfer letter to the RRC), and Forms T-4 if applicable, transferring the operational responsibility for the Operated Wxxxx and Pipelines in which Seller has the right to transfer such responsibility; (vii) Seller shall deliver to Buyer, at Seller’s offices, such of the Books and Records as are feasible to be delivered into escrow with at Closing and thereafter deliver the Escrow Agent: (A) a fully executed special warranty deed conveying remainder of the Property Books and Records to Buyer as soon after Closing as is reasonably possible; (excluding the Water Rights), a special warranty deed with respect to the Certificated Water Rights viii) Seller shall execute and a quitclaim deed with respect to all Water Rights other than the Certificated Water Rights, each in a form reasonably acceptable deliver to Buyer an appropriate Bxxx of Sale for any titled trailers included in the Assets; (ix) Seller shall execute and Seller (collectively, the “Deeds”); (B) a bxxx of sale, in a form reasonably acceptable deliver to Buyer the Side Letter Agreement; and (x) Seller shall execute and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, to the extent that the Water Companies provide such certificates and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights deliver to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart of the Relinquishment; (G) possession of the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, other instruments, agreements or documents and other documents as may items reasonably be required necessary to complete effectuate the transactions contemplated under terms of this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or Agreement, as may be reasonably requested by Buyer. (ii) Buyer shall deliver or cause to be delivered into escrow with the Escrow Agent: (A) the balance of the Purchase Price, calculated and adjusted as set forth in Section 2, credited for the Deposit, and credited and debited with applicable prorations and closing costs; (B) an original executed and notarized counterpart of the Relinquishment; (B) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Seller.

At Closing. 4.3.1 Subject to Schedule 5 (iReal Estate), the EMEA Sellers and the Purchaser shall, and the Purchaser shall cause the EMEA Designated Purchasers to, enter into the Ancillary Agreements to which it is contemplated that they will be parties respectively, to the extent such agreements have not yet been entered into; 4.3.2 the EMEA Sellers shall, so far as they are able, deliver or cause to be delivered to the Purchaser or the EMEA Designated Purchasers, the EMEA Assets that are capable of passing by delivery and any documents of title or ownership relating to them in the possession or control of the EMEA Sellers, the Joint Administrators or the Joint Israeli Administrators; 4.3.3 the Purchaser shall: (A) comply with its obligations under Sections 2.3.2 of the North American Agreement; (B) deliver to the EMEA Sellers those duly executed Real Estate Agreements to be entered into in accordance with paragraph 11.3 of Part II of Schedule 5 (Real Estate); and (C) deliver to the EMEA Sellers the Global Xxxx of Sale and the Irish Xxxx of Sale duly executed by the Purchaser and/or the relevant Designated Purchasers; (D) deliver to the EMEA Sellers executed counterparts of each Ancillary Agreement to which it is to be a party to be entered into at Closing; 4.3.4 the Purchaser and each relevant EMEA Designated Purchaser shall deliver, or cause to be delivered to the EMEA Sellers, the Joint Administrators and/or Joint Israeli Administrators any other documents reasonably requested by the EMEA Sellers, the Joint Administrators and/or the Joint Israeli Administrators in order to effect, or evidence the consummation of, the transactions contemplated herein; 4.3.5 the EMEA Non-Debtor Sellers shall deliver, or cause to be delivered, to the Purchaser or the relevant EMEA Designated Purchaser copies of resolutions of the board of directors (or a duly constituted committee of the board) of each EMEA Non-Debtor Seller authorising, and of any other corporate authorizations required in relation to, the execution of this Agreement and any other agreements to be executed by the EMEA Non-Debtor Sellers at Closing; 4.3.6 the relevant EMEA Sellers shall deliver (as applicable), or cause to be delivered, to the Purchaser or the relevant EMEA Designated Purchaser: (A) such bills of sale and/or deeds of transfer and instruments of assignment, in a form satisfactory to the Purchaser (acting reasonably), duly executed by the applicable EMEA Seller, as are required or (at the sole cost and expense of the Purchaser) reasonably desirable (provided that for this purpose a xxxx of sale and/or deed of transfer or instrument of assignment shall not be “reasonably desirable” to the extent that it would create any additional liability on any of the EMEA Sellers, Joint Administrators or Joint Israeli Administrators or result in any delay of Closing) to transfer the EMEA Assets to the Purchaser or an EMEA Designated Purchaser that have been reasonably requested in writing by the Purchaser to the relevant EMEA Sellers at least five (5) days prior to the Closing Date; (B) those duly executed Real Estate Agreements to be entered into in accordance with paragraph 11.3 of Part II of Schedule 5 (Real Estate); (C) executed counterparts of each Ancillary Agreement to which it is to be a party to be entered into at Closing; (D) the Global Xxxx of Sale and the Irish Xxxx of Sale duly executed by the relevant EMEA Sellers; and (E) subject to the limitations set out in Clause 10.4 (Limitations) any other documents reasonably requested by the Purchaser in order to effect, or evidence the consummation of, the transactions contemplated herein; 4.3.7 each of the EMEA Sellers (or their authorised representative) and the Purchaser shall enter into the Escrow Agreement with the Escrow Agent which, the EMEA Sellers and the Purchaser acknowledge, shall also be executed by the Main Sellers pursuant to Section 2.2.5 of the North American Agreement; 4.3.8 the EMEA Sellers shall deliver or cause to be delivered into escrow with the Escrow Agent: (A) a fully executed special warranty deed conveying the Property to Buyer (excluding the Water Rights), a special warranty deed with respect to the Certificated Water Rights and a quitclaim deed with respect to all Water Rights other than the Certificated Water Rights, each in a form reasonably acceptable to Buyer and Seller (collectively, the “Deeds”); (B) a bxxx of sale, in a form reasonably acceptable to Buyer and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, to the extent that the Water Companies provide such certificates and do not already have such Purchaser any CG50A clearance certificates in their possession; (D) respect of Irish capital gains tax that are necessary under Irish Law for any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart of the Relinquishment; (G) possession of the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated payments under this Agreement and/or satisfy or the requirements North American Agreement to be made free from Irish withholding tax provided that if such certification is not delivered, Clause 3.3 (Payment of Purchase Price) shall apply and the Title Company Purchaser shall have no further remedy in relation to such non-delivery and in particular this Clause 4.3.8 shall not be a condition to Closing pursuant to Clauses 15.1 to 15.3 (General Conditions) inclusive, and breach of this Clause 4.3.8 shall not be a reason for issuance termination of this Agreement pursuant to Clause 15.4 (Termination); 4.3.9 the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Buyer. (ii) Buyer EMEA Sellers shall deliver or cause to be delivered into escrow with to the Escrow Agent: (A) the balance Purchaser any exemption from withholding tax certificates in respect of the Purchase Price, calculated and adjusted as set forth Tax in Section 2, credited Israel that are necessary under Israeli Law for the Deposit, and credited and debited with applicable prorations and closing costs; (B) an original executed and notarized counterpart of the Relinquishment; (B) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated any payments under this Agreement and/or satisfy or the requirements North American Agreement to be made free from Israeli withholding tax provided that if such certification is not delivered, Clause 3.4 (Payment of Purchase Price) shall apply and the Title Company Purchaser shall have no further remedy in relation to such non-delivery and in particular this Clause 4.3.9 shall not be a condition to Closing pursuant to Clauses 15.1 to 15.3 (General Conditions) inclusive, and breach of this Clause 4.3.9 shall not be a reason for issuance termination of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Sellerthis Agreement pursuant to Clause 15.4 (Termination).

At Closing. Buyer shall deliver to Seller: (i) Seller shall deliver or cause to be delivered into escrow with the Escrow Agent: (A) a fully executed special warranty deed conveying the Property to Buyer (excluding the Water Rights)The Initial Payment, a special warranty deed with respect by wire transfer of funds to the Certificated Water Rights and a quitclaim deed with respect to all Water Rights other than the Certificated Water Rights, each in a form reasonably acceptable to Buyer and Seller (collectively, the “Deeds”); (B) a bxxx of sale, in a form reasonably acceptable to Buyer and account designated by Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, to the extent that the Water Companies provide such certificates and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart of the Relinquishment; (G) possession of the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Buyer.; (ii) The Promissory Notes, executed by a duly authorized officer of Buyer; (iii) The GMAI Guaranty Agreement executed by a duly authorized officer of GMAI; (iv) The payments if then due for the Assigned Auction Advances and the CCP Accounts acquired by Buyer shall deliver from Seller as provided in Section 2.8(7) hereof, in each case payable by bank cashiers check, wire transfer of funds or cause to be delivered into escrow with by such other method of payment as the Escrow Agent: parties may agree; (Av) the balance All of the Purchase PriceTransaction Documents to which Buyer is a party, calculated executed by a duly authorized officer of Buyer; (vi) A California Secretary of State good standing certificate and adjusted a California Franchise Tax Board Status Certificate, each dated as set forth in Section 2of a recent date, credited for Buyer and a Delaware Secretary of State good standing certificate, dated as of a recent date, for GMAI; (vii) A certificate signed by the DepositSecretary or any Assistant Secretary of Buyer, and credited dated as of the Closing Date, as to the incumbency of each officer of Buyer that has executed this Agreement or any of the Transaction Documents to which Buyer is a party, on behalf or in the name of the Buyer, and debited with applicable prorations certifying the effectiveness, accuracy and closing costs; (B) an original completeness of the copies attached to such certificate of resolutions duly adopted by the Board of Directors of Buyer, approving and authorizing the execution and delivery of this Agreement and the Transaction Documents being executed and notarized counterpart delivered pursuant hereto by the Buyer and the performance by Buyer of its obligations hereunder and thereunder and the Relinquishment; (B) such affidavits, instruments, agreements or other documents as may reasonably be required to complete consummation by Buyer of the transactions contemplated under this Agreement and/or satisfy hereby and thereby; (viii) A certificate signed by the requirements Secretary or any Assistant Secretary of GMAI, and dated as of the Title Company for issuance Closing Date, as to the incumbency of each officer of GMAI that has executed the Guaranty Agreement, on behalf or in the name of the Title Policy GMAI, and certifying the effectiveness, accuracy and completeness of the copies attached to such additional certificate of resolutions duly adopted by the Board of Directors of GMAI, approving and authorizing the execution and delivery of the Guaranty Agreement and the performance by GMAI of its obligations thereunder; and (ix) Such other documents and instruments as are customary Seller or Seller's counsel may reasonably request in such furtherance of the consummation of the transactions or as may be reasonably requested contemplated by Sellerthis Agreement.

At Closing. On the Closing Date, (a) the Agent shall have received the following (in the case of (i), (ii), (iii), (iv) and (v), each dated the Closing Date): (i) Seller shall deliver or cause to be delivered into escrow with from the Escrow Agent: Borrower, the Agent and the Lenders either (Ai) a fully executed special warranty deed conveying the Property to Buyer counterpart of this Agreement signed on behalf of such party or (excluding the Water Rights), a special warranty deed with respect ii) written evidence satisfactory to the Certificated Water Rights and Agent (which may include telecopy transmission of a quitclaim deed with respect to all Water Rights other than the Certificated Water Rights, each in signed signature page of this Agreement) that such party has signed a form reasonably acceptable to Buyer and Seller (collectively, the “Deeds”); (B) a bxxx of sale, in a form reasonably acceptable to Buyer and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, to the extent that the Water Companies provide such certificates and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart of the Relinquishment; (G) possession of the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Buyer.Agreement; (ii) Buyer shall deliver an opinion of the General Counsel, the Associate General Counsel or cause an Assistant General Counsel of the Borrower addressed to be delivered into escrow the Lenders and the Agent in substantially the form of Exhibit B hereto; (iii) a certified copy of the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Agreement; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the Authorized Officers; (v) a certificate signed by an Authorized Officer, confirming compliance with the Escrow Agent: (A) the balance of the Purchase Price, calculated and adjusted as conditions set forth in paragraphs (b) and (c) of Section 2, credited 4.01 and certifying that except for the Depositlegal proceedings identified or referred to on Schedule III (with respect to which such Authorized Officer makes no representation or warranty) there is no pending, and credited and debited with applicable prorations and closing costs; (B) an original executed and notarized counterpart or to the knowledge of such Authorized Officer, threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, Governmental Body or arbitrator, which could reasonably be expected to have a material adverse effect on the business, assets or condition of the RelinquishmentBorrower and its Subsidiaries taken as a whole; and (Bvi) such affidavitsall Fees and other amounts due and payable on or prior to the Closing Date; (b) there shall not have occurred any material adverse change in the business, instrumentsassets or condition of Goodyear and its Subsidiaries taken as a whole since December 31, agreements or other documents 2001; (c) the Five-Year Amendment and Restatement shall have been approved by the Borrower, the Agent and the Majority Lenders under and as may reasonably be required to complete defined in the transactions contemplated Borrower's Amended and Restated Five-Year Revolving Credit Agreement; and (d) the Term Loan Agreement Amendment shall have been approved by the Borrower, the Agent and the Majority Lenders under this Agreement and/or satisfy and as defined in the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by SellerBorrower's Term Loan Agreement.

At Closing. Buyer shall retain Five Million Dollars ($5,000,000) (the “Supply Holdback Amount:) to be held by Buyer until such time as (i) Seller shall deliver a supplemental NDA has been approved by the FDA authorizing Sigma Axxxxxx or cause Buyer to be delivered into escrow with the Escrow Agent: manufacture Nipent®; and (Aii) a fully executed special warranty deed conveying the Property to Buyer supply agreement on commercially reasonable terms (excluding the Water Rights), a special warranty deed including commercially reasonable terms with respect to the Certificated Water Rights and a quitclaim deed quality) is offered by Sigma Axxxxxx to Buyer with respect to all Water Rights other than such purified pentostatin (it being agreed that Buyer shall enter into such commercially reasonable supply agreement if offered), and (iii) after entering into such commercially reasonable supply agreement, Buyer shall have received first delivery of the Certificated Water Rightspurified pentostatin and shall have accepted such delivery pursuant to the terms of such supply agreement (collectively, such items reflected in (i), (ii) and (iii) above shall be referred to as “Sigma Axxxxxx Conditions”). Buyer shall use commercially reasonable efforts in seeking and obtaining approval of the NDA and each in a form reasonably acceptable to of Buyer and Seller shall use commercially reasonable efforts (collectivelyand assist as reasonably necessary or desirable) to cause the Sigma Axxxxxx Conditions to be satisfied; provided, however, that this obligation to use commercially reasonable efforts shall not require Buyer to enter into a supply agreement that is not commercially reasonable. Buyer shall promptly pay to Seller the Supply Holdback Amount upon full satisfaction of the Sigma Axxxxxx Conditions; provided, however, that the Purchase Price shall be reduced by, and Seller shall have no right to, the Supply Holdback Amount, upon the passage of September 30, 2007 if at such time no inventory of pentostatin exists (“DeedsStock Out”)) or if inventory of pentostatin does exist as of September 30, 2007, then the date that a Stock Out occurs thereafter (the “Nipent® Stock Out Date”) without the full satisfaction of the Sigma Axxxxxx Conditions; (B) a bxxx provided, further, that if Buyer secures supply of sale, in a form reasonably acceptable to Buyer and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, Nipent prior to the extent that the Water Companies provide such certificates and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart of the Relinquishment; (G) possession of the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in Nipent® Stock Out Date from a form reasonably acceptable to Buyer source other than Sigma Axxxxxx and Seller and (I) reimburses Buyer for actual costs incurred by Seller in connection with securing such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Buyer. (ii) Buyer shall deliver or cause to be delivered into escrow with the Escrow Agent: (A) the balance of the Purchase Price, calculated and adjusted supply as set forth in Section 29.9 below, credited for the Deposit, and credited and debited with applicable prorations and closing costs; (B) an original executed and notarized counterpart then Seller shall be entitled to payment of the Relinquishment; Supply Holdback Amount within five (B5) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements days of the Title Company for issuance date of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested reimbursement by Seller.

At Closing. (A) the SELLER shall: (i) Seller execute a notarial deed of transfer of the SHARE (hereinafter referred to as the “DEED OF TRANSFER”), containing terms and conditions in line with best market standard practice for transactions like the transactions at issue, that shall be kept in trust by the Notary until payment of the CLOSING PAYMENT has been confirmed; (ii) deliver or cause to the BUYER the letters of resignation of all directors of the SPV substantially in the form attached hereto as Exhibit 6.2(A)(ii), with effect as of the CLOSING DATE; such resignation letters shall contain a clause in which the resigning directors confirm that they have no claim against the SPV (except for the emolument/costs reimbursements already resolved, accrued and still outstanding, if any, which amount shall have to be specifically indicated); (iii) cause the shareholders’ meeting of the SPV to resolve upon the appointment as new directors of the SPV the individuals designated by the BUYER in a written notice delivered into escrow with the Escrow Agent: (A) a fully executed special warranty deed conveying the Property to Buyer (excluding the Water Rights), a special warranty deed with respect to the Certificated Water Rights SELLER at least ten (10) days before CLOSING; (iv) execute and a quitclaim deed with respect cause the SPV to execute the GUARANTEED PLANT OPERATION MANAGEMENT AGREEMENT in the form hereto attached as Exhibit 6.2(A)(iv); (v) cause the SPV takes all Water Rights other than the Certificated Water Rights, each in a form reasonably acceptable appropriate corporate actions to Buyer and Seller (collectively, i) enter into the “Deeds”); (B) a bxxx of sale, in a form reasonably acceptable to Buyer and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, to the extent that the Water Companies provide such certificates and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart of the Relinquishment; (G) possession of the Property subject to the Leases BUYER SH LOAN (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Buyer. (ii) Buyer shall deliver or cause use the funds of the BUYER SH LOAN to be delivered into escrow with immediately re-pay to the Escrow Agent: relevant banks the amount due as specified in the CONFIRMATION LETTERS for the earlier repayment of the LOAN AGREEMENTS, requesting to each of the relevant bank to release a written confirmation that (Ai) the balance loan has been entirely re-paid, (ii) the bank does not have any outstanding amount or claim towards the SPV or its guarantors (the “QUITTANCE”); (vi) cause the SPV, using the funds of the Purchase PriceBUYER SH LOAN transferred on its bank account as per point (B) (viii) hereinafter, calculated and adjusted to immediately re-pay the LOAN AGREEMENTS; (B) the BUYER shall: (i) pay to the SELLER the part of the PURCHASE PRICE due at CLOSING as set forth in Section 23.3 above (i.e. the CLOSING PAYMENT) by wire transfer of immediately available funds, credited for to an account designated by SELLER at the DepositCLOSING DATE, and credited and debited with applicable prorations and closing costs; giving evidence thereof; (Bii) an original executed and notarized counterpart execute the DEED OF TRANSFER; (iii) deliver or make available to SELLER a copy of the Relinquishment; resolutions of the board of directors (Bor similar governing body) such affidavitsof BUYER authorizing the execution, instruments, agreements or other documents as may reasonably be required to complete delivery and performance of this Agreement and the transactions contemplated under this Agreement and/or satisfy the requirements hereby and thereby; (iv) attend a shareholders’ meeting of the Title Company for issuance SPV resolving upon (i) the appointment of the Title Policy persons designated by the BUYER prior to the CLOSING DATE as directors to be appointed in place of the resigning directors, (v) enter into a shareholders’ loan with the SPV for an amount equal to the amount of the LOAN AGREEMENTS specified in the CONFIRMATION LETTERS (hereinafter referred to as the “BUYER SH LOAN”); (vi) cause the SPV to take all the appropriate corporate actions to (i) enter into the BUYER SH LOAN, (ii) use the funds of the BUYER SH LOAN to immediately re-pay to the relevant banks the amount due as specified in the CONFIRMATION LETTERS for the earlier repayment of the LOAN AGREEMENTS, requesting to each of the relevant bank to release the QUITTANCE; (vii) transfer the amount indicated in the CONFIRMATION LETTER for the earlier repayment of the LOAN AGREEMENTS to the SPV’s bank account; (viii) cause the SPV, using the funds of the BUYER SH LOAN transferred on its bank account as per point (viii) above, to immediately re-pay the LOAN AGREEMENTS; (ix) take any action to be taken and deliver all other instruments, agreements, certificates and documents required to be delivered on or prior to the CLOSING DATE pursuant to this Agreement; and (x) pay or cause to be paid the appropriate entities or persons and in the appropriate manner, any stamp, transfer or similar taxes or charges however levied by any governmental authority on the transfer of the SHARE, to be incurred in relation to such additional documents as are customary in such transactions or as may be reasonably requested by Sellertransfer.

At Closing. (a) Seller shall execute and deliver a Warranty Deed in recordable form conveying to Purchaser marketable and insurable title to the Land and Improvements, subject only to the Permitted Exceptions. (b) Seller shall execute and deliver a Warranty Bill xx Sale conveying the Personal Property to Purchaser, free and clear of any liens or encumbrances other than the Permitted Exceptions, and Seller shall execute and deliver to Purchaser, in proper form for transfer, the Certificates of Title pertaining to all vehicles and manufactured homes, if any, being conveyed to Purchaser hereunder. (c) Seller shall execute and deliver to Purchaser, in form and content satisfactory to Purchaser and pursuant to Sections 7.1, 7.2 and 7.3 hereof, an Assignment, transferring to Purchaser all of Seller's right, title and interest in and to: (i) all Tenant Leasehold Interests and the Elmwood Lease, and (ii) the Project Contracts which Purchaser has elected to have assigned. (d) Seller shall cause the Commitment referred to in paragraph 4.1 hereof to be recertified and updated to the Closing Date, and shall cause the policy of title insurance to be issued to Purchaser pursuant to such updated Commitment, at Seller's sole cost. (e) Purchaser shall deliver to Seller the Purchase Price adjusted as provided in this Agreement, by certified or cashier's check or wire transfer of immediately available funds to Seller's designated financial institution. (f) Seller shall deliver to Purchaser a certificate confirming the truth and accuracy of Seller's representations and warranties hereunder, and the Rent Roll, updated to the Closing Date, and Prospectus for the Project then in effect, shall be certified as true and correct in all respects. (g) Seller and Purchaser shall execute and cause to be delivered to tenants under the Prospectus and all other interested parties written notice of the sale of the Project to Purchaser together with such other information or instructions as Purchaser shall deem appropriate. (h) Seller shall deliver to Purchaser originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts assigned to Purchaser; (iii) all architectural plans and specifications and other documents in Seller's possession pertaining to the development of the Project; and (iv) copies of all collection, expense and business records and such other documentation reasonably necessary for Purchaser to continue the operation of the Project. (i) Seller shall deliver or cause to Purchaser certified copies of resolutions of the shareholders and directors of the Seller, authorizing and approving the transaction contemplated by this Agreement, and authorizing and directing the execution and delivery of this Agreement and an documents and instruments to be executed and delivered into escrow with by the Escrow Agent: (A) a fully executed special warranty deed conveying the Property to Buyer (excluding the Water Rights), a special warranty deed with respect Seller pursuant to the Certificated Water Rights terms hereof, certified by the authorized secretary of Seller as being true and a quitclaim deed correct, together with respect to all Water Rights other than an incumbency certificate from the Certificated Water Rightssecretary, each in a form reasonably acceptable to Buyer and Seller (collectively, the “Deeds”); (B) a bxxx of sale, in a form reasonably acceptable to Buyer and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, certifying as to the extent that the Water Companies provide such certificates and do not already officers of Seller who have such certificates executed documents in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart of the Relinquishment; (G) possession of the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be required to complete connection with the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Buyer. herein. (iij) Buyer Seller shall deliver or cause to be delivered into escrow with Purchaser an affidavit, in form acceptable to Purchaser, executed by the Escrow Agent: (A) Seller, certifying to facts showing that the balance transaction is subject to tax under the Foreign Investment and Real Property Tax Act of the Purchase Price, calculated and adjusted as set forth in Section 2, credited for the Deposit, and credited and debited with applicable prorations and closing costs; (B) an original executed and notarized counterpart of the Relinquishment; (B) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Seller.1980. 15

At Closing. (i) Seller Buyer shall deliver pay, on behalf of IMMCO or cause to be delivered into escrow with Sellers, the Escrow Agent: following amounts: (A) a fully executed special warranty deed conveying the Property to Buyer sum of all Indebtedness of IMMCO outstanding in favor of First Citizens Bank (excluding the Water Rights“Bank”) as of the Closing (the “Existing Debt”), a special warranty deed with respect by wire transfer in immediately available funds to the Certificated Water Rights and a quitclaim deed with respect to all Water Rights other than account specified on the Certificated Water Rights, each in a form reasonably acceptable to Buyer and Seller Funds Flow; (B) payments (collectively, the “DeedsPhantom Stock Payments”) by wire transfer in immediately available funds to IMMCO in accordance with the instructions on the Funds Flow, for further distribution by IMMCO on the Closing Date to each holder of IMMCO Phantom Stock (the “Phantom Holders”); , pursuant to either a special payroll run (Bfor Phantom Holders who are employees of a Seller Company) or a bxxx special wire transfer (for Phantom Holders who are independent contractors of salea Seller Company) to the bank accounts designated in writing in respect of such Phantom Holders on the Funds Flow, in a form reasonably acceptable to Buyer and Seller, conveying the Personal Propertyamounts set forth on Schedule 1.02(b)(i) hereto; and (C) original certificates representing any Transaction Expenses of the Certificated Water rightsSeller Companies or Sellers unpaid at Closing, by wire transfer of immediately available funds to the extent that accounts and in the Water Companies provide such certificates and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to amounts specified on the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart of the Relinquishment; (G) possession of the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by BuyerFunds Flow. (ii) Buyer shall deliver or cause to be delivered into escrow Sellers the Closing Cash, by wire transfer in immediately available funds to the bank accounts designated in writing by each of the Sellers in accordance with the Escrow Agent: (A) instructions on the balance of Funds Flow, in the Purchase Price, calculated and adjusted as amounts set forth on Schedule 1.02(b)(ii) hereto. (iii) OEG Shall deliver the Closing Stock Consideration via original issue by OEG on behalf of Buyer to each Seller, consisting of shares of OEG Common Stock (as defined below), by delivery of restricted stock certificates of OEG evidencing the Closing Stock Consideration, each duly executed by the President (or equivalent authorized officers) of OEG or, a copy of irrevocable instructions to OEG’s transfer agent to issue the Closing Stock Consideration to each Seller in Section 2, credited for the Deposit, and credited and debited with applicable prorations and closing costs; (Bamounts set forth on Schedule 1.02(b)(iii) an original executed and notarized counterpart of the Relinquishment; (B) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Sellerhereto.

At Closing. Borrower shall execute and/or deliver to Lender originals of all of the items listed below: (i) Seller shall deliver or cause The Deed and any other required state and local transfer tax declarations and affidavits required to be delivered into escrow executed by Xxxxxxxx; (ii) The Bill of Sale; (iii) Two counterparts of the Assignment and Assumption; (iv) The Title Affidavit; (v) A settlement statement of the transaction (the “Settlement (vi) All keys and security cards and codes and all other access and/or alarm codes and combinations to the Property in Xxxxxxxx’s possession; (vii) All Intangible Property in Xxxxxxxx’s possession; (viii) Letters in form attached hereto as Exhibit J addressed to the vendors under the Service Contracts, other than the Designated Service Contracts, informing them, in accordance with the Escrow Agent: terms hereof, that their services are being terminated, pursuant to Section 4; (Aix) a fully executed special warranty deed conveying Letters in form attached hereto as Exhibit K addressed to the vendors under the Designated Service Contracts, informing them, in accordance with the terms hereof, that Lender will be assuming the contract, pursuant to Section 4; (x) Letters in form attached hereto as Exhibit L addressed to all Tenants, informing the Tenants that Xxxxxx has obtained title to the Property as of the Closing Date and has taken an assignment of all Leases and that all future rent should be paid to Buyer Lender or its nominee; (excluding xi) Certificate from the Water Rightsoffice of the Secretary of State of showing that Xxxxxxxx is in good standing under the laws of the State of . (xii) Any funds held by Borrower in any operating accounts and other accounts maintained for the Property pursuant to Section 8 of this Agreement (xiii) Evidence reasonably satisfactory to Lender and the Title Company that all documents executed by Xxxxxxxx at Closing were duly authorized, executed and delivered, including incumbency of all signatories to the Closing documents and all documents required by the Title Company to insure title to the Property is in accordance with the terms of the Commitment; (xiv) Release of claims against Xxxxxx, Xxxxxx’s predecessors, successors, and nominees relating to the Property and the Loan in the form attached hereto as Exhibit H from Borrower and (collectively, “Guarantors”); (xv) A termination of the management agreement with the then current property manager effective as of the Closing Date, a special warranty deed which termination agreement shall include provisions that the property manager has been paid in full and releases Borrower and Lender from all obligations under the management agreement; (xvi) All Leases, including any assignments, amendments, side letters or letter agreements, subleases, commencement date memoranda or similar documents, and estoppel certificates and brokerage agreements related thereto and other correspondence with Tenants with respect to the Certificated Water Rights and a quitclaim deed Property; and (xvii) A schedule of all Personal Property with respect to all Water Rights other than the Certificated Water Rights, each in a form reasonably acceptable to Buyer and Seller (collectively, the “Deeds”); (B) a bxxx of sale, in a form reasonably acceptable to Buyer and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, to the extent that the Water Companies provide such certificates and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart of the Relinquishment; (G) possession of the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Buyer. (ii) Buyer shall deliver or cause to be delivered into escrow with the Escrow Agent: (A) the balance of the Purchase Price, calculated and adjusted as set forth in Section 2, credited for the Deposit, and credited and debited with applicable prorations and closing costs; (B) an original executed and notarized counterpart of the Relinquishment; (B) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Seller.

At Closing. On the Closing Date, (a) the Agent shall have received the following (in the case of (i), (ii), (iii), (iv) and (v), each dated the Closing Date): (i) Seller shall deliver or cause to be delivered into escrow with from the Escrow Agent: Borrower, the Agent and Lenders representing at least the Majority Lenders under the Existing Credit Agreement, either (Ai) a fully executed special warranty deed conveying the Property to Buyer counterpart of this Agreement signed on behalf of such party or (excluding the Water Rights), a special warranty deed with respect ii) written evidence satisfactory to the Certificated Water Rights and Agent (which may include telecopy transmission of a quitclaim deed with respect to all Water Rights other than the Certificated Water Rights, each in signed signature page of this Agreement) that such party has signed a form reasonably acceptable to Buyer and Seller (collectively, the “Deeds”); (B) a bxxx of sale, in a form reasonably acceptable to Buyer and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, to the extent that the Water Companies provide such certificates and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart of the Relinquishment; (G) possession of the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Buyer.Agreement; (ii) Buyer shall deliver an opinion of the General Counsel, the Associate General Counsel or cause an Assistant General Counsel of the Borrower addressed to be delivered into escrow the Lenders, the Issuing Banks and the Agent in substantially the form of Exhibit B hereto; (iii) a certified copy of the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Agreement; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the Authorized Officers; (v) a certificate signed by an Authorized Officer, confirming compliance with the Escrow Agent: (A) the balance of the Purchase Price, calculated and adjusted as conditions set forth in paragraphs (b) and (c) of Section 2, credited 4.01 and paragraph (b) of this Section and certifying that except for the Depositlegal proceedings identified or referred to on Schedule III (with respect to which such Authorized Officer makes no representation or warranty), and credited and debited with applicable prorations and closing costs; (B) an original executed and notarized counterpart there is no pending or, to the knowledge of such Authorized Officer, threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, Governmental Body or arbitrator, which could reasonably be expected to have a material adverse effect on the business, assets or condition of the RelinquishmentBorrower and its Subsidiaries taken as a whole; and (Bvi) such affidavitsall Fees and other amounts due and payable on or prior to the Closing Date; (b) there shall not have occurred any material adverse change in the business, instruments, agreements assets or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements condition of the Title Company for issuance of Borrower and its Subsidiaries taken as a whole since December 31, 2001; (c) the Title Policy 364-Day Amendment and such additional documents Restatement shall have been entered into by the Borrower, the Agent and the Lenders under and as are customary defined in such transactions or the Borrower's 364- Day Credit Agreement; and (d) the Term Loan Agreement Amendment shall have been entered into by the Borrower, the Agent and the Majority Lenders under and as may be reasonably requested by Sellerdefined in the Borrower's Term Loan Agreement.

At Closing. (a) each of the Sellers shall deliver, or ensure that there is delivered, to the Purchaser: (i) Seller shall deliver or cause to be delivered duly executed transfers into escrow with the Escrow Agent: (A) a fully executed special warranty deed conveying the Property to Buyer (excluding the Water Rights), a special warranty deed with respect to the Certificated Water Rights and a quitclaim deed with respect to all Water Rights other than the Certificated Water Rights, each in a form reasonably acceptable to Buyer and Seller (collectively, the “Deeds”); (B) a bxxx of sale, in a form reasonably acceptable to Buyer and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, to the extent that the Water Companies provide such certificates and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart name of the Relinquishment; (G) possession Purchaser in respect of all the Property subject to Shares in which it holds the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Buyer.legal interest; (ii) Buyer shall deliver share certificates relating to all the Shares held by it in respect of which certificates were issued or cause are required by law to be delivered into escrow issued (or indemnities in lieu of such certificates in the Agreed Form if those certificates have been lost by that Seller); and (iii) a copy of a duly executed deed of termination in respect of the Investment Documents in the Agreed Form; (b) the Sellers’ Representatives shall deliver, or ensure that there is delivered, to the Purchaser: (i) the duly signed resignations in the Agreed Form of such persons as are notified by the Purchaser to Sellers’ Representatives 14 days prior to Closing, in respect of their directorships of any Target Company; (ii) subject to compliance by the Purchaser with its obligations pursuant to paragraph (b)(vi) of Part B of this Schedule 2, a certificate issued by the Company confirming that all Notes have been redeemed in full and all Outstanding Notes Debt has been paid in full; (iii) subject to compliance by the Purchaser with its obligations pursuant to paragraphs (b)(ix) and (b)(x) of Part B of this Schedule 2, a certificate issued by the Company confirming that all Senior Secured Bonds and Senior Unsecured Bonds have been redeemed in full; (iv) on a non-reliance basis only, a copy of any opinion provided by the Target Companies’ counsel to the Senior Secured Bond Trustee and Senior Unsecured Bond Trustee in connection with the Escrow Agent: (A) the balance redemption of each of the Purchase PriceSenior Secured Bonds and the Senior Unsecured Bonds and/or the discharge of each of the Senior Secured Bond Indenture and Senior Unsecured Bond Indenture; (v) evidence that, calculated upon compliance by the Purchaser with its obligations pursuant to paragraphs (b)(vii), (b)(ix) and adjusted as set forth in Section (b)(x) of Part B of this Schedule 2, credited for (and receipt by the Deposit, and credited and debited with applicable prorations and closing costs; (B) an original executed and notarized counterpart relevant recipients of the Relinquishmentamounts referred to in those paragraphs), the duly executed Deed of Release will be delivered to the Sellers’ Representatives; and (Bvi) to the extent such affidavitsnotice is so delivered, instrumentsa copy of any notice delivered by any Target Company to the Agent (as defined in the Revolving Credit Facility Agreement) in respect of the prepayment and cancellation of the Revolving Credit Facility Agreement; and (c) each of the Institutional Sellers shall deliver, agreements or other documents as may reasonably be required ensure that there is delivered, to complete the transactions contemplated Purchaser a copy of a resolution of the managers of such Institutional Seller authorising the execution of and the performance by that Institutional Seller of its obligations under this Agreement and/or satisfy the requirements Deed and each of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may Transaction Documents to be reasonably requested executed by Sellerit.

At Closing. (a) The Buyer shall: (i) Seller shall deliver or cause to be delivered into escrow with present evidence that payment of the Escrow Agent: (A) a fully executed special warranty deed conveying the Property to Buyer (excluding the Water Rights), a special warranty deed Amount has been made in accordance with respect to the Certificated Water Rights and a quitclaim deed with respect to all Water Rights other than the Certificated Water Rights, each in a form reasonably acceptable to Buyer and Seller (collectively, the “Deeds”); (B) a bxxx of sale, in a form reasonably acceptable to Buyer and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, to the extent that the Water Companies provide such certificates and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart of the Relinquishment; (G) possession of the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by BuyerSection 6.2. (ii) present evidence that the payments from the Escrow Account have been made and have been received in accordance with Sections 5.2.3; (iii) provide a confirmation that purchase of the Shares has been duly completed in accordance with the Share Purchase Agreement; (iv) provide a confirmation that purchase of the Agreed Other Loans and convertible option rights related to the Joy Loan have been duly completed in accordance with the Agreed Other Loans Purchase Agreements; (v) provide a confirmation that purchase of the Sentica Shareholder Loans and related convertible options rights have been duly completed in accordance with the Sentica Loan Purchase Agreement; (vi) provide a confirmation that the Management Compensation has been paid in full; (b) The Company and/or the Buyer shall deliver or cause pay any Fee Coverage payable by them to be delivered the bank account designated by the relevant advisor at the latest five (5) business days prior to Closing. (c) The Parties shall present the executed Escrow Agreement in accordance with Section 6.1. (d) The Bondholder Committee (for and on behalf of the Bondholders) shall present evidence that the Written Procedure Approval has been obtained in accordance with Section 6.1. (e) The Company shall present evidence that the Company has undertaken all measures necessary in order to effect the mandatory exchange of the Existing Bonds into escrow Reinstated Bonds and Buyer Bonds and the allocation of the Reinstated Bonds to the Bondholders, Sentica and Management and allocation of the Buyer Bonds to the Buyer, in accordance with the Escrow Agent: Written Procedure Notice, this Agreement and the Step Plan. (Af) Sentica and the balance Company shall present evidence that Pareto and Nordhaven have confirmed that they have no claims for fees and costs (relating to the Restructuring or any potential transactions evaluated prior to the Restructuring) against the Company or its subsidiaries (unless such confirmations have already been presented in the Disclosure Material (as defined in the Share Purchase Agreement)) and the Company shall confirm that no other advisors (except legal advisors) have been engaged for the Restructuring or any potential transactions evaluated prior to the Restructuring. 9 Subsequent clean-up Subsequent to Closing, the Buyer shall be entitled to, at its own discretion, decide to clean up the capital structure of the Purchase PriceCompany by (i) issuing additional secured debt under the Buyer Bonds (subordinated to the Reinstated Bond), calculated (ii) swap any Buyer Bonds or other debt held into equity and/or (iii) waive any debt instruments held or transfer those claims to a third party in accordance with terms and adjusted as set forth in Section 2, credited conditions for the Deposit, Reinstated Bond and credited and debited with applicable prorations and closing costs; (B) an original executed and notarized counterpart of the Relinquishment; (B) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by SellerBuyer Bond.

At Closing. (i) Seller At the Closing, ARP shall execute and deliver or cause to be executed and delivered into escrow with the Escrow Agent: (A) a fully executed special warranty deed conveying the Property to Buyer (excluding the Water Rights)all deeds, a special warranty deed with respect to the Certificated Water Rights and a quitclaim deed with respect to all Water Rights other than the Certificated Water Rightsconveyances, each in a form reasonably acceptable to Buyer and Seller (collectively, the “Deeds”); (B) a bxxx bills of sale, in a form reasonably acceptable transfers, assignments, agreements, certificates, documents, waivers, Contracts and instruments as may be necessary to Buyer effectively vest good and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, marketable title to the extent that the Water Companies provide such certificates Business Assets in GAMMACAN free and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments clear of any well permits; Encumbrances (F) an original executed and notarized counterpart of except the Relinquishment; (G) possession of the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions Permitted Encumbrances or as may be reasonably requested by Buyer. (iiotherwise specifically provided herein) Buyer shall and without limiting the foregoing, will execute and deliver or cause to be delivered into escrow with the Escrow Agent: executed and delivered: (Aa) the balance a general conveyance of the Purchase Price, calculated and adjusted as set forth in Section 2, credited Business Assets, (b) a xxxx of sale (Absolute) for the DepositTangible Assets, (c) confirmatory assignments for each of the Intellectual Property applications and registrations, in a form suitable for recordation and substantially as shown in Exhibit "A" - Form of Confirmatory Assignment for Recordation, (d) waivers of all moral rights in all Works that are subject to moral rights, (e) assignments of all ARP's right, title, interest, and credited benefit in the Material Contracts, at least to the extent necessary for GAMMACAN to successfully conduct the Business, (f) confirmation that each Embodiment has been either delivered to GAMMACAN or destroyed, according to GAMMACAN's instructions, (g) all consents, approvals, releases, and debited with applicable prorations and closing costs; (B) an original executed and notarized counterpart of the Relinquishment; (B) such affidavits, instruments, agreements or other documents discharges as may reasonably be required to complete effect the transactions contemplated under hereby, including in particular those described in Schedule "10" - Consents, (h) a certified copy of a resolution of the Directors of ARP duly passed authorizing the execution and delivery of this Agreement and/or satisfy and the requirements completion of the Title Company for issuance transactions contemplated hereby, (i) a certified copy of a special resolution of the Title Policy shareholders of ARP duly passed authorizing and such additional documents as are customary approving the sale of the Business Assets, (j) a certificate of the Directors and Officers of ARP, dated the Closing, acceptable in such transactions or as may be form and content to the solicitors for GAMMACAN acting reasonably requested and in substantially the form shown in Exhibit "B" - Form of Directors' and Officers' Certificate, (k) [reserved] , (l) the favourable legal opinion of the intellectual property counsel for ARP, in form satisfactory to the solicitors for GAMMACAN acting reasonably and in substantially the form shown in Exhibit "C" - Form of Legal Opinion from Intellectual Property Counsel, [under review] (m) Confidentiality and Intellectual Property Agreements, in substantially the form shown in Exhibit "D" - Form of Confidentiality and Intellectual Property Agreement, executed by Seller.Xxxx. X. Shoenfeld. , (n) Interview Records, in substantially the form shown in Exhibit "E" - Form of Interview Record, executed by an ARP signatory and each of: Prof. Xxxxxx Xxxxxxxxx

At Closing. (a) in the case of the Primary Option: (i) Seller shall deliver or cause the Sponsors shall: (1) procure that all formalities required to be delivered into escrow with observed under Luxembourg and other applicable law in order to authorise and permit the Escrow Agent: issue of the Centerview Units shall have been observed (Aincluding any required increase of the authorised capital of Luxco and the authorisation by the general meeting of shareholders of Luxco of the issue of Shares contemplated as part of the Primary Option to Centerview or the Permitted Assignee, as the case may be); (2) a fully executed special warranty deed conveying waive any pre-emptive rights they may have under the Property to Buyer (excluding the Water Rights), a special warranty deed Shareholders Agreement or applicable law with respect to the Certificated Water Rights Centerview Units; and (3) do all such other acts and a quitclaim deed with respect to all Water Rights other than the Certificated Water Rights, each in a form reasonably acceptable to Buyer and Seller (collectively, the “Deeds”); (B) a bxxx of sale, in a form reasonably acceptable to Buyer and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, to the extent that the Water Companies provide such certificates and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart of the Relinquishment; (G) possession of the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents things as may reasonably in the reasonable opinion of Centerview be required to complete fully effect the transactions contemplated under this Agreement and/or satisfy the requirements issue of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions Centerview Units to Centerview or as may be reasonably requested by Buyer.its Permitted Assignee; (ii) Buyer Centerview shall deliver cause the transfer of the Aggregate Purchase Price (as it may be adjusted in accordance with Article 2.1) in immediately available funds by wire transfer for same day value into one or cause more bank accounts to be delivered into escrow with specified by Luxco in a written notice sent to Centerview at least 2 Business Days before the Escrow Agent: date of Closing; and (Aiii) Luxco and Centerview (and the balance of the Purchase PricePermitted Assignee, calculated if applicable) shall execute issue documentation under Luxembourg law and adjusted as set forth in Section 2, credited for the Deposit, do all such other acts and credited and debited with applicable prorations and closing costs; (B) an original executed and notarized counterpart of the Relinquishment; (B) such affidavits, instruments, agreements or other documents things as may reasonably in the reasonable opinion of any of them be required to complete fully effect the issue of the Centerview Units to Centerview or its Permitted Assignee, including the convening and holding of meetings of the board and of the shareholders of Luxco; or (b) in the case of the Secondary Option: (i) the Sponsors shall procure that all formalities required to be observed under Luxembourg and other applicable law in order to permit the sale and transfer of the Centerview Units shall have been observed and shall vote their Shares to approve the transactions contemplated under by this Agreement and/or satisfy Agreement; (ii) Centerview shall cause the requirements transfer of the Title Company Aggregate Purchase Price in immediately available funds by wire transfer for issuance same day value into one or more bank accounts to be specified by the Sponsors in a written notice sent to Centerview at least 2 Business Days before the date of Closing; and (iii) the Sponsors, Luxco and Centerview (and the Permitted Assignee, if applicable) shall execute transfer documentation under Luxembourg law and do all such other acts and things as may in the reasonable opinion of any of them be required to fully effect the transfer of the Title Policy Centerview Units to Centerview, including the convening and holding of meetings of the board and of the shareholders of Luxco; and (c) in each case Luxco shall take appropriate action to register the issue or transfer (as the case may be) of the Centerview Units in the relevant registers of Units maintained by Luxco, and will provide Centerview with certified extracts from those registers reflecting such additional documents as are customary in such transactions issue or as may be reasonably requested by Sellertransfer.

At Closing. (a) Purchaser and Seller shall enter into a Non-Compete, Non-Solicitation and Non-Disclosure Agreement in the form attached hereto as Exhibit B; (b) Purchaser and Seller shall enter into a License Agreement in the form attached hereto as Exhibit D; (c) The Company and Xxxxxxx XxXxxxxxxx will enter into the Employment Agreement in the form of Exhibit E; (d) Purchaser and 4551 Commerce Holdings LLC, an affiliate of Seller, shall enter into a Lease, attached hereto as Exhibit F, of the real property located at 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxxx 00000; (e) Purchaser shall receive (i) Seller shall deliver or cause to be delivered into escrow with an Assignment of Interest and Withdrawal as Member of the Escrow Agent: (A) a fully executed special warranty deed conveying the Property to Buyer (excluding the Water Rights), a special warranty deed with respect to the Certificated Water Rights Company in form and a quitclaim deed with respect to all Water Rights other than the Certificated Water Rights, each in a form substance reasonably acceptable to Buyer and Seller (collectively, the “Deeds”)Purchaser; (Bii) such other documents or instruments, as Purchaser may reasonably require to effect the transfer of the Membership Interests and/or any other transaction contemplated under this Agreement; and (iii) a bxxx of sale, in a Non-Foreign Person Affidavit form and substance reasonably acceptable to Buyer Purchaser; (f) Purchaser shall receive duly executed UCC-3 termination statements and Sellersuch other release and termination instruments (or copies thereof) as Purchaser shall reasonably request in order to confirm the Company's and FWCD's ownership of their assets free and clear of all liens, conveying encumbrances and security interests; (g) Seller shall receive minutes of the Personal Property; (C) original certificates representing meeting, or written consent, of Directors and Shareholders of Purchaser approving the Certificated Water rightspurchase as contemplated by this Agreement, attested by the Secretary or Assistant Secretary of the corporation as of the date of Closing, to the extent that the Water Companies provide such certificates have been duly called, held, and do not already have such certificates to be presently in their possession; force and effect; (Dh) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart Seller shall receive minutes of the Relinquishment; (G) possession meeting of Directors and Shareholders of MRDN approving the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy Purchase Price Shares, attested by the Secretary or Assistant Secretary of MRDN as of the date of Closing, to have been duly called, held and such additional documents as are customary to be presently in such transactions or as may be reasonably requested by Buyer.force and effect; (i) Purchaser shall deliver to Seller: (i) the Cash Purchase Price; (ii) Buyer a duly issued certificate representing the Purchase Price Shares in the name of Seller and duly executed by the Secretary of MRDN; and (iii) the Promissory Note; (j) Seller shall deliver or cause receive evidence reasonably satisfactory to be delivered into escrow Seller that Purchaser has obtained a release of Seller and its affiliates from any further liability in connection with the Escrow Agent: (A) the balance of the Purchase Price, calculated and adjusted as liabilities set forth in Section 2, credited for on Schedule 6.1(j); and (k) Seller shall receive the Deposit, and credited and debited with applicable prorations and closing costs; (B) an original Indemnification Agreement duly executed and notarized counterpart of the Relinquishment; (B) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by SellerPurchaser.

At Closing. (a) Voicebox shall deliver, or ensure that there is delivered: (i) Seller to the Purchaser and the relevant Target Companies, the duly signed resignation letters substantially in the form attached in Schedule 4, effective on Closing, of Vitruvian Directors I Limited, Vitruvian Directors II Limited, Xxxxxx X’Xxxx, and, in AMS6540051 168372-0004 respect of Voice Topco only, Xx Xxxx Xxxxxxxxx and Xx Xxxxxxx Xxxxxxx (each a Resigning Person); and (ii) to the Purchaser, the Registration Rights Agreement, duly executed by Voicebox; (b) Xxxx Xxxxxxx and Gaetan Brichet shall each deliver to the Purchaser and the relevant Target Company duly executed amendment letters, in the Agreed Form and effective on the Effective Closing Time, to the employment contracts of Xxxx Xxxxxxx and Xxxxxx Brichet, respectively (the Amendment Letters); (c) each of Voicebox and the Stichting shall deliver, or cause ensure that there is delivered, to the Purchaser a copy of a resolution of the board and/or supervisory board (as necessary to provide valid authorisation) of directors of, respectively, Voicebox and the Stichting (or, if required by the law of its jurisdiction of incorporation or its Constitutional Documents, of its shareholders) authorising the execution of and the performance by, respectively, Voicebox and the Stichting of its obligations under this Agreement and each of the Transaction Documents to be executed by it; (d) Voicebox shall ensure that there is delivered into escrow to the Purchaser (upon compliance by the Purchaser with the Escrow Agent: (A) a fully executed special warranty deed conveying the Property its obligations pursuant to Buyer (excluding the Water Rightsclause 6.4(g), a special warranty deed with and receipt by the relevant recipients of the relevant amounts) copies of the prepayment and cancellation notice in respect of the Outstanding Debt acknowledged by the agent under the Facilities Agreement to evidence the full and final satisfaction of the Outstanding Debt and the duly executed Deed of Release; (e) the Stichting shall deliver, or ensure that there is delivered, to the Certificated Water Rights Purchaser the authority granted to it by each Loan Employee, such authority to include the authority to settle the Employee Loans and deduct an amount equal to the aggregate of the Employee Loan Amounts from the payment of the Stichting’s portion of the Closing Payment as referred to clause 3.10(a); (f) the Sellers shall procure a quitclaim deed with respect board meeting, or written board resolutions, of each Target Company to all Water Rights other than the Certificated Water Rights, each in a form reasonably acceptable to Buyer and Seller (collectively, the “Deeds”); (B) a bxxx of salepass resolutions, in a form reasonably acceptable to Buyer and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rightsPurchaser, to (amongst other matters): (i) approve the extent that the Water Companies provide such certificates and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart resignations of the Relinquishment; (GResigning Persons referred to in clause 6.3(a) possession of the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by Buyer.with effect from Closing; (ii) Buyer appoint such persons as the Purchaser may nominate as directors with effect from Closing; (iii) in the case of Voice Topco, approve the transfer of the Shares and (subject only to due stamping) the registration, in Voice Topco’s register of members, of the Purchaser as the holder of the Shares; and AMS6540051 168372-0004 (iv) in the case of Voice Xxxxx, approve the transfer of the Prefs and (subject only to due stamping) the registration, in Voice Xxxxx’x register of members, of the Purchaser as the holder of the Prefs, and the Sellers shall deliver deliver, or cause ensure that there is delivered, to the Purchaser on Closing copies of the duly signed minutes of all such meetings or duly signed written board resolutions; (g) each of the Sellers shall respectively deliver, or ensure that there is delivered, to the Purchaser: (i) duly executed transfer forms in the name of the Purchaser in respect of all of the Securities in which the relevant Seller holds legal title (as set out in the Allocation Table); (ii) certificates relating to the Securities held by the relevant Seller (as set out in the Allocation Table), in respect of which certificates were issued or are required by Law to be delivered into escrow with issued (or indemnities, in Agreed Form, in lieu of such certificates if those certificates have been lost by the relevant Seller); (iii) certificates relating to the LNs held by the relevant Seller (as set out in the Allocation Table), in respect of which certificates were issued or are required by Law to be issued (or indemnities, in Agreed Form, in lieu of such certificates if those certificates have been lost by the relevant Seller); (iv) a Voting Power of Attorney in respect of the Securities held by the relevant Seller (as set out in the Allocation Table); (v) in respect of each Seller who does not personally sign this Agreement and any other document referred to in this clause 6.3, as evidence of the authority of each person executing such document on such Seller’s behalf, a copy of any executed power of attorney conferring such authority; (vi) a deed of termination and release relating to the Shareholders’ Agreement in Agreed Form (the Deed of Termination), duly executed by all parties thereto; (vii) the Escrow Side Letter, duly executed by each of the Sellers; and (viii) the Escrow Agreement, duly executed by each of the Sellers, and who shall procure that the Escrow Agreement is duly executed by the Escrow Agent: , (A) together, the balance of the Purchase Price, calculated and adjusted as set forth in Section 2, credited for the Deposit, and credited and debited with applicable prorations and closing costs; (B) an original executed and notarized counterpart of the Relinquishment; (B) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by SellerSellers Closing Obligations).

At Closing. (ia) the Buyer shall pay the Seller the Initial Price or the Adjusted Price in accordance with Clause 3 and shall deliver or cause to be delivered into escrow with the Escrow Agent: (A) a fully executed special warranty deed conveying the Property to Buyer (excluding the Water Rights), a special warranty deed with respect to the Certificated Water Rights and Seller a quitclaim deed with respect copy of the proof of such payment; (b) the Buyer shall deliver to all Water Rights other than the Certificated Water Rights, each in Seller a form reasonably acceptable to certificate duly signed or stamped by the Buyer and Seller dated Closing Date confirming that the Condition in Clause (collectively, the “Deeds”b); (B) a bxxx of sale, in a form reasonably acceptable to Buyer and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, to the extent applicable to the Buyer, has been satisfied; (c) the Seller shall deliver to the Buyer a certificate duly signed or stamped by the Seller and dated Closing Date confirming that the Water Companies provide such certificates and do not already have such certificates Condition in their possession; Clause (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable b), to the subject Water Companies; extent applicable to the Seller, has been satisfied; (Ed) assignments of any well permits; (F) an original executed and notarized counterpart the Seller shall deliver to the Buyer the resignation letters of the Relinquishment; (G) possession directors, supervisors and senior management of the Property subject JV Entities that were appointed or nominated by the Seller (“Seller Appointees”), under which each of the departing Seller Appointees has confirmed that he or she has no claim against or dispute with the JV Entities, the Buyer, China Mengniu or any of their Affiliates and has irrevocably waived any such claims; (e) each Transacting Party shall deliver to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in other Transacting Party a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements copy of the Title Company for issuance internal approval documents of each of the Title Policy JV Entities in connection with the Transaction executed by it or its relevant Affiliates or the directors, supervisors and senior management of such additional documents as are customary in such transactions JV Entity that were appointed or as may be reasonably requested nominated by Buyer.it or its relevant Affiliates; and (iif) Buyer each Party shall deliver or cause to be delivered into escrow with the Escrow Agent: (A) the balance a copy of the Purchase Price, calculated and adjusted as set forth in Section 2, credited for Transaction Documents (other than the Deposit, and credited and debited with applicable prorations and closing costs; Side Letter) to which it or its Affiliates is a party executed by it or its relevant Affiliates to all the other Parties which are party to such Transaction Documents (B) an original executed and notarized counterpart of other than the Relinquishment; (B) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or as may be reasonably requested by SellerSide Letter).

At Closing. Borrower shall reserve from the ------------------- proceeds of the Loan and shall deposit with Lender (or such agent as Lender may designate in writing from time to time), an amount equal to $1,588,000 (which amount is equal to the product of (i) Seller shall deliver or cause $280 multiplied by (ii) the total number of licensed beds at each of the Properties (the "Replacement Reserve Annual -------------------------- Amount")) for the purpose of creating a reserve for Capital Expenditures to be ------ made at the Properties (said funds, together with any interest thereon and additions thereto, and together with any Letter(s) of Credit delivered in lieu thereof, the "Replacement Reserve"). Funds on deposit in the Replacement Reserve ------------------- shall be held by Lender during the Term of the Loan as security for the Obligations and shall not be made available to Borrower or Lessee, unless and until Borrower is required to make monthly deposits into escrow the Replacement Reserve as provided below, whereupon such funds shall be made available to Borrower to reimburse Borrower for Capital Expenditures made to the Properties upon the terms and conditions set forth below. So long as, in Lender's reasonable determination Lessee performs its obligations to repair and maintain, and make replacements to, the Improvements in all material respects in accordance with the Escrow Agent: Master Lease (A) a fully executed special warranty deed conveying the Property to Buyer (excluding the Water Rights), a special warranty deed with respect to the Certificated Water Rights and a quitclaim deed with respect to all Water Rights other than the Certificated Water Rights, each in a form reasonably acceptable to Buyer and Seller (collectively, the “Deeds”); (B) a bxxx of saleor, in a form reasonably acceptable to Buyer and Seller, conveying the Personal Property; (C) original certificates representing the Certificated Water rights, to the extent that the Water Companies provide such certificates and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments case of any well permits; failure by Lessee to perform such obligations in all material respects, such failure is cured within thirty (F30) an original executed and notarized counterpart of the Relinquishment; (G) possession of the Property subject days after notice thereof from Lender to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in a form reasonably acceptable to Buyer and Seller and (I) Borrower or such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or longer period as may be reasonably requested necessary to cure same with diligence (but in no event to exceed sixty (60) days from date of such notice which period shall be subject to reasonable delays for Force Majeure) (any such failure by Buyer. (iiLessee after the expiration of such grace period, a "Lessee Repair Default")) Buyer and no Event of --------------------- Default has occurred and is continuing under this Loan Agreement or any other Loan Document, Borrower shall deliver or cause to be delivered into escrow with the Escrow Agent: (A) the balance of the Purchase Price, calculated and adjusted as set forth in Section 2, credited for the Deposit, and credited and debited with applicable prorations and closing costs; (B) an original executed and notarized counterpart of the Relinquishment; (B) such affidavits, instruments, agreements or other documents as may reasonably not be required to complete make additional deposits into the transactions contemplated under this Agreement and/or satisfy Replacement Reserve after the requirements Closing Date. If at any time a Lessee Repair Default shall occur or an Event of Default shall occur and be continuing, commencing on the next Payment Date and on all subsequent Payment Dates during the Term, Borrower shall be required to make monthly deposits in the Replacement Reserve in an amount equal to one-twelfth (1/12) of the Title Company Replacement Reserve Annual Amount. From and after the date that Borrower commences making monthly deposits into the Replacement Reserve, pursuant to the foregoing sentence, funds contained in the Replacement Reserve shall be made available solely to reimburse Borrower (or Lessee) for issuance the actual bona fide out-of-pocket cost of Capital Expenditures performed during the term of the Title Policy Loan and reasonably approved by Lender ("Approved Capital Expenditures"), and shall not be used by Borrower for ----------------------------- purposes for which any other Reserve is established. Upon Borrower's request for disbursement, Lender shall disburse funds from the Replacement Reserve to or for the account of Borrower (or Lessee), to reimburse Borrower (or Lessee) for such additional documents Approved Capital Expenditures, on the Payment Date following such request, upon satisfaction of such disbursement conditions as are customary Lender may require in its reasonable discretion. Notwithstanding the foregoing, Borrower acknowledges and agrees that, upon the occurrence and during the continuance of an Event of Default (whether or not a Master Lease Event of Default then exists), Lender, in its sole discretion, may apply all or any portion of the Replacement Reserve to the cost of any Capital Improvements then required to be made to the Properties under the terms of the Master Lease or to payment of any of the Obligations in such transactions order of priority as Lender may determine. In the event that Lender so applies all or as may any portion of the Replacement Reserve, Borrower shall repay to Lender the amount of funds so applied to replenish the Replacement Reserve up to the amount contained therein immediately prior to such application, and if Borrower shall fail to repay such amounts within five (5) days after it receives notice of such application, a further Event of Default shall exist hereunder, which Event of Default shall not be reasonably requested by Sellercured unless and until Borrower repays such amount or all Sub-Accounts have been fully funded from Rents for the current month or prior months. Provided that Borrower is not then required to make monthly deposits into the Replacement Reserve and no Event of Default has occurred and is continuing, Lender shall cause the Central Account Bank to disburse any accrued interest in the Replacement Reserve Sub-Account to Borrower promptly after the end of each calendar quarter.