Common use of Buyer’s Conditions Clause in Contracts

Buyer’s Conditions. Buyer’s obligations to Close are conditioned upon the following (“Buyer’s Conditions”): (i) All representations and warranties of Seller in this Agreement shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date. (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.

Buyer’s Conditions. Buyer’s obligations to Close are conditioned upon the following (“Buyer’s Conditions”): (i) All representations and warranties of Seller in this Agreement shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date.. SAMPLE (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.

Buyer’s Conditions. Buyer’s obligations to Close are conditioned upon the following (“Buyer’s Conditions”): (i) All representations and warranties of Seller in this Agreement herein shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date. (ii) Title Insurance Company is shall have irrevocably committed to issue to Buyer an owner’s policy of title insurance policy covering the Property with standard coverage that is customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: SAMPLE (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); ; (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.

Buyer’s Conditions. Buyer’s obligations to Close are conditioned upon the following (“Buyer’s Conditions”):): SAMPLE (i) All representations and warranties of Seller in this Agreement shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date. (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer’s obligations , to Close are conditioned upon the satisfaction or waiver at or prior to the Closing of the following (“Buyer’s Conditions”):conditions precedent: (ia) All representations and warranties of Seller contained in this Agreement shall be true, correct and complete are true in all material respects at and as of the Closing Date in accordance with their terms as if such representations were remade at and as of the Closing Date, Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer and Seller at or prior to the Closing in all material respects; (b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale of the Seller Property contemplated by this Agreement and that remains in effect at the time of Closing; (c) Seller is able, willing, and prepared to tender performance required herein; (d) Seller shall have performed in delivered documents reasonably acceptable to Buyer evidencing (i) that all material respects all covenants consents, authorizations approvals and obligations required to be performed by Seller notices set forth on or before the Closing Date. Schedule 2.7 have been obtained and (ii) Title Insurance Company is irrevocably committed the release of any and all liens, mortgages, debts, claims or encumbrances encumbering the Seller Property and attributable to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyeror arising by, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; through or under Seller; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any lawsSeller shall own, regulations, ordinances (including but not limited to, zoning, building and environmental) as shall deliver pursuant to the useLease Assignment, occupancyall of its right, subdivision or improvement of title and interest in and to the Property adopted or imposed Leases which shall include Net Revenue Interests not less than the actual Net Revenue Interests acquired by any governmental bodySeller from Chesapeake, or Statoil, CEC and Citrus, as applicable, when Seller originally acquired its interests in the effect of any non-compliance Leases, subject to the Xxxxxx XXXX where applicable. “Net Revenue Interest” means with or any violation thereofrespect to a Lease, including but not limited tothe interest in and to all oil, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements gas and other matters that do not materially impair the value of the Property hydrocarbons produced, saved and sold from or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.allocated

Buyer’s Conditions. Buyer’s obligations The obligation of Buyer to Close are consummate the Closing and the purchase of the Assets is conditioned upon the satisfaction or waiver by Buyer as of the Closing Date of each of the following conditions (“collectively "Buyer’s 's Closing Conditions”"): (ia) All Seller shall have delivered to Buyer a certificate of its Chief Executive Officer or Chief Financial Officer, dated as of the Closing Date, to the effect that all the terms, covenants, agreements and conditions of this Agreement to be complied with and performed by Seller on or prior to the Closing Date have been complied with and performed in all material respects, and all the representations and warranties of Seller in this Agreement shall be true, correct herein qualified as to materiality are true and complete all such representations and warranties not so qualified are true in all material respects as if made on and as of such date (unless an earlier date is indicated in the Closing Date representation and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Datewarranty). (b) Seller, Parents or their respective affiliates shall have delivered, or cause to be delivered, to Buyer (i) any documents, instruments or agreements called for under this Agreement which have not previously been delivered; (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s Bills of Sale, endorsements of certificates of title insurance policy and similar instruments of conveyance as appropriate, in customary form covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested Personal Property; and reasonably satisfactory to Seller's and Buyer's counsel; (iii) an Assignment of Trademarks and intangible rights in customary form; (iv) an Assignment and Assumption of Assumed Contracts in customary form and reasonably satisfactory to Seller's and Buyer, subject only 's counsel; (v) such other customary instruments of conveyance as Buyer may reasonably request with respect to the following: (a) Title Insurance Company’s standard exceptionsAssets; (bvi) liens for all current general and special real property taxes and assessments not yet due and payablea "nonforeign affidavit", properly executed by an officer of SDIC in customary form containing such information as is required by Section 1445(b)(2) of the Code; (cvii) liens of supplemental taxesSeller's customer and player lists and related documents, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but instruments or agreements called for under this Agreement which have not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreementbeen previously delivered; and (jviii) any such other matter for which Title Insurance Company agrees documents, instruments or agreements as may be reasonably required by Buyer or its counsel to provide insurance at no additional cost transfer the Assets to BuyerBuyer and to effectuate the transactions contemplated hereby.

Buyer’s Conditions. Buyer’s obligations 's obligation to Close are conditioned upon close the purchase of the Real Property is subject to the satisfactory performance, occurrence or written waiver by Buyer, in Buyer's sole discretion, of each of the following (“Buyer’s Conditions”):conditions: (ii. Seller shall have delivered to Buyer all of the documents, properly executed, as required by Paragraph 13(a) All hereof; ii. No adverse change in the status of the title to the Real Property as set forth in the Title Commitment shall have occurred prior to the Closing Date; iii. No default by Seller shall exist under this Purchase Contract, this Purchase Contract shall not have terminated and Seller shall be ready, willing and able to close under the terms hereof; iv. The representations and warranties of Seller contained in this Agreement Purchase Contract shall be true, complete and correct and complete in all material respects as of the Closing Date Date, without the necessity of any material amendment or modification, with the same force and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before effect as if made as of the Closing Date.; (iiv. The Inspection Period and Evaluation Review Period shall have expired; vi. Seller's obligations pursuant to Paragraph 7(d) Title Insurance Company is irrevocably committed to issue to shall have been met; vii. Buyer's confirmation, by a Phase I environmental inspection performed at Buyer's expense, and by a Phase II inspection if Buyer an owner’s title insurance policy covering deems such inspection necessary, that the Property with standard coverage customary in the state where the Property is located showing liability in the amount properties are free of environmentally hazardous or toxic substances that would materially adversely affect Buyer's use and possession of the Purchase Price and showing insurable title to respective properties for the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens operation of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental bodyautomobile dealership, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Real Property; viii. Buyer's confirmation that as of the Closing Date there will be no contracts, leases or liabilities which will affect Buyer's ownership of the Real Property or right to use and possession thereof; ix. Buyer's confirmation that the Real Property is properly zoned for use thereofas an automobile dealership; x. Buyer's confirmation that the Real Property is free and clear of mortgages, security agreements or other encumbrances; (i) nonother than any Permitted Exception shown on Exhibit B; xi. Receipt by Buyer of all required waivers or approvals to Buyer's acquisition of the Real Property and approval by the Lincoln-monetary encumbrances disclosed Mercury Division of Ford Motor Company and Jaguar Cars for Buyer's operation of a franchised Lincoln-Mercury and Jaguar dealership on the Real Property; xii. All required consents and approvals of the shareholders and directors of Seller shall have been obtained and provided to Buyer Buyer; and xiii. All conditions to Buyer's obligations at closing under the Asset Purchase Contract shall have been fully satisfied, unless waived in writing prior to entering into by Buyer. If any of the foregoing conditions have not been satisfied or waived within the times and in the manner required by this Agreement; Purchase Contract, Buyer may terminate this Purchase Contract and (j) seek any other matter for which Title Insurance Company agrees to provide insurance remedies available at no additional cost to Buyerlaw or equity, including without limitation, specific performance.

Buyer’s Conditions. The obligations of Buyer to consummate the transactions contemplated hereby at the Closing are subject to the satisfaction (unless waived by Buyer’s obligations to Close are conditioned upon ) of the following conditions: (“Buyer’s Conditions”):a) Seller shall have delivered to Buyer each of the following: (i) All (A) certified resolutions of Seller’s Board of Directors authorizing the consummation of the transactions contemplated hereunder and (B) an opinion of Scottish counsel that no action of the shareholders of Seller is necessary to authorize the consummation of the transactions contemplated hereunder; (ii) an assignment of Membership Interests dated as of the Closing Date, conveying and transferring to Buyer the entire right, title and interest in and to the Membership Interests, in the form set forth as Exhibit B hereto together with all certificates evidencing the Membership Interests along with all required endorsements; (iii) a certificate of existence of the Company and each Subsidiary from the secretary of state of each state in which they are incorporated or organized and a certificate of the good standing of the Company and each Subsidiary from each state in which they are incorporated or organized, and a certificate of qualification of the Company and each Subsidiary as a foreign entity authorized to do business in each state in which they are so qualified, in each case dated as of a date not earlier than 15 days prior to the Closing Date; (iv) the originals of all minute books, stock transfer records, electronic data and corporate and all other records of the Company and each Subsidiary; (v) the resignation of each of the present directors and officers of the Company and each Subsidiary; (vi) evidence reasonably satisfactory to Buyer of the repayment of all intercompany balances owed by the Company to Seller; (vii) releases, in form satisfactory to Buyer, from Xxxxx X. Xxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx and any other person entitled to payments under that certain Incentive Agreement among ASCO USA LLC, ASCO Holdings (US) LLC, Aspire Oil Services Limited, Senior Management, Xxxxx Xxxxx and The Banks dated November 7, 2007, releasing the Company and any of its Subsidiaries from any further obligation in respect thereto and acknowledging receipt from the Company and any of its Subsidiaries of all sums due and to become due to each of them; and (viii) not more than thirty (30) calendar days prior to the Closing, (a) a certification that meets the requirements of Sections 1.897-2(h) and 1.1445-2(c)(3) of the Treasury Regulations to the effect that the Company is not, nor has it been within the last five years of the date of such certification, a “United States real property holding corporation” as defined in Section 897(c)(2) of the Code and (b) evidence that the Company has provided documents meeting the requirements of Section 1.897-2(h) to the Internal Revenue Service (along with a copy of such documents); and (b) Except for the representations and warranties set forth in Section 3.1.8(a), each of the representations and warranties of Seller set forth in this Agreement shall be true, true and correct and complete in all material respects both on the date of this Agreement and on the Closing Date as though made on and as of each such date (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications, other materiality qualifications, “knowledge,” “actual knowledge” and “best knowledge” qualifications and similar qualifications contained in such representations and warranties shall be disregarded), except (x) for representations and warranties made as of a specified date (which representations and warranties shall be true and correct as of such date) and , and (y) where the failure to be true and correct, in the aggregate, has not and would not have a Material Adverse Effect, and Seller shall deliver to Buyer a certificate dated as of the Closing Date and executed by its directors or other authorized officers, to that effect; (c) Each of the representations and warranties of Seller set forth in Section 3.1.8(a) shall be true and correct (x) as of the date of this Agreement in all respects and (y) as of the Closing Date except to the extent made untrue, incorrect or inaccurate by the issuance of additional Membership Interests by the Company solely in connection with the repayment of outstanding intercompany debt owed by the Company to Seller and Seller shall deliver to Buyer a certificate dated as of the Closing Date and executed by its directors or authorized officers to that effect. (d) Since the date of this Agreement, there shall not have occurred an event or circumstance or series of events or circumstances relating to the Company or any Subsidiary that has had, or is reasonably likely to have, a Material Adverse Effect on the Company and its Subsidiaries. Such events or circumstances may be aggregated with any inaccuracies of representations and warranties of the Company and Seller hereunder to determine the existence of a Material Adverse Effect. (e) Seller shall have performed in complied with all material respects all of its other covenants and obligations required agreements herein contained to be performed by Seller on it at or before prior to the Closing Datetime fixed for the Closing; (f) Xxxxx Xxxxx, Xxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxxx and Xxxxx Xxxxxxxx shall enter into employment agreements acceptable in form and content to Buyer (the “Employment Agreements”). (iig) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to Seller and Escrow Agent shall have entered into, executed and delivered the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any);Escrow Agreement. (h) covenantsAt Buyer’s sole discretion and expense, restrictions, easements Buyer shall have received Phase I and other matters that do not materially impair the value of the Property or the use thereof; Phase II environmental and engineering reports satisfactory to Buyer in Buyer’s sole discretion. (i) non-monetary encumbrances disclosed No legal proceedings filed by any Person shall, on the Closing Date, be pending seeking to Buyer restrain, prohibit, or obtain damages or other relief in writing prior to entering into connection with this Agreement; and Agreement or the consummation of the transactions contemplated hereby. (j) Buyer shall have received copies of the Real Property Leases (and if the applicable lease is a sublease, then Buyer shall have received a copy of the master lease) and all amendments thereto and assignments thereof, and Buyer shall have determined in Buyer’s sole discretion that Buyer has no reasonable objection to any other matter for which Title Insurance Company agrees to provide insurance at no additional cost material term of the Real Property Leases. (k) Seller shall deliver to Buyer, with respect to no less than 75% of the Real Property Leases, written instruments signed by landowners of the Real Property subject to the Real Property Leases affirming that the obligations of the appropriate lessee Company or its Subsidiary have been fully performed and are current through the Closing Date and no event has occurred that with the passage of time and the giving of notice would constitute a default under such Real Property Lease. (l) At Buyer’s sole discretion and expense, Buyer shall have obtained lien searches and title reports covering the Real Property and such lien searches and title reports shall not contain any material defects in Seller’s title to the Real Property or any material liens and encumbrances on the Real Property. (m) The Company shall have received the consents referenced as items 1 through 4 on Schedule 3.1.9. (n) Since the date of this Agreement, there shall not have occurred a Category Three or higher hurricane that either (i) affects three (3) or more locations of the Business or (ii) causes damages to the Business in excess of $2,750,000 that is not covered by the Company’s property and/or casualty insurance. (o) The aggregate maximum line of credit under the Xxxxx Fargo Credit Facility shall be $85,000,000.

Buyer’s Conditions. Notwithstanding anything in this Agreement to the contrary, Buyer’s obligations obligation to Close are conditioned upon purchase the Assets will be subject to the satisfaction or waiver of the following conditions: (a) “Intentionally Omitted”; (b) execution and delivery by Seller of the Conveyance Documents; (c) receipt of extended coverage leasehold title policies on each Restaurant (excluding the Restaurants subject to “in-line” leases, which Restaurants will be identified on Schedule 4.1 (c) to this Agreement), all with owner’s comprehensive endorsements and with insurance coverage amounts of $500,000 per Restaurant; (d) receipt of consent to the Lease Assignment and Assumption from the Landlord for each of the Real Property Leases listed on Schedule 4.1(d); (e) an estoppel certificate from the Landlord for each of the Real Property Leases in substantially the form attached hereto as Exhibit I or in such other form as Buyer may accept; (f) to the extent the Assets will be pledged as collateral, satisfaction of Buyer’s Conditions”):lenders’ underwriting requirements for the pledge of new collateral, each of which is identified on Schedule 4.1(f), pursuant to that certain Third Amended and Restated Credit Agreement, dated January 29, 2010, by and among Buyer’s Affiliates, Bank of America, N.A. and certain other parties; (g) Buyer having obtained, at its cost, Liquor License Agency Approval; (h) no Material Adverse Change during the Contract Period; (i) All Buyer and Seller and its Affiliates must have agreed to Schedule 2A, Schedule 2B and Schedule 4.1(k) provided, however, Buyer and Seller will be deemed to have agreed to such schedules to the extent such schedules are partially complete as of the Effective Date, in which case, Buyer and Seller and its Affiliates must have agreed to any additions thereto proposed by either Buyer or Seller for contracts not disclosed to Buyer prior to the Effective Date; (j) subject to the conditions to Franchisor’s consent set forth in Section 7.3 and/or the Franchisor Consent Letter being satisfied, the execution and delivery of the Applebee’s Development Agreement and Applebee’s Franchise Agreements by Franchisor; (k) receipt of consent of each third party required for the assignment of the Assumed Contracts set forth on Schedule 4.1(k), in each case, as required by the terms of such Assumed Contract; provided, however, this closing condition will not apply to Real Property Leases; (l) Seller shall have delivered to Buyer certificates of an officer of each of the Seller entities dated as of the Closing Date certifying that Seller has (i) performed and complied in all material respects with all of Seller’s covenants and obligations under this Agreement which are to be performed or complied with by Seller prior to or on the Closing Date; and (ii) all representations and warranties of Seller in this Agreement shall be true, correct true on and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date.respects; (iim) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyerno applicable law or injunction enacted, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision entered or improvement of the Property adopted or imposed issued by any governmental body, body or other legal restraint preventing the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants consummation of the Property transactions contemplated hereby shall be in effect; (n) receipt of copies of the resolutions of the board of managers and members of the Seller entities that are limited liability companies authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein or other proof of such authorization by such Seller reasonably acceptable to Buyer, certified, in either case, as of the Closing Date by an authorized officer of that certain Seller entity; (o) receipt of copies of the resolutions of the board of directors or stockholders of the Seller entities that are corporations authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein or other proof of such authorization by such Seller reasonably acceptable to Buyer, certified, in either case, as of the Closing Date by an authorized officer of that certain Seller entity; (p) receipt of an affidavit from each of the Seller entities stating such Seller entity’s U.S. taxpayer identification number and that such Seller entity is a “United States person”, as defined by the Internal Revenue Code Section 1445(f)(3) and Section 7701(b) in form reasonably satisfactory to Buyer; (q) Buyer and Seller and its Affiliates must have agreed to any additions to Schedule 2C after the Effective Date; provided, that, the parties hereby agree that an item located at a Restaurant(s) will be added to Schedule 2C without further approval by Buyer if anyit is owned by a vendor and the item would be permitted to remain in the Restaurant(s) after the Closing if Buyer continued the applicable relationship with such vendor after the Closing (whether or not Buyer actually continues such vendor relationship); (hr) covenantsreceipt in writing of confirmation from the applicable Landlord that the personal rights described on Schedule 4.1(r) with respect to the Real Property Leases described on such schedule will be to the benefit of Buyer, restrictions, easements in form and other matters that do not materially impair substance reasonably satisfactory to Buyer; (s) receipt of consents from underlying fee owners and/or the value underlying lenders for each of the Real Property Leases and the Applebee’s Leases, in each case, solely to the extent such agreement is necessary for Seller to assign its interest in each of the Real Property Leases or execute the use thereof; Applebee’s Leases, as applicable, without breaching any direct contractual obligations of Seller to Landlords or other third parties; (it) non-monetary encumbrances disclosed the execution by Franchisor and delivery to Buyer of an amendment to that certain Principal Agreement dated as of February 3, 2005, as amended by that certain 2008 Amendment to the Principal Agreement, dated as of June 30, 2008, and that certain Second Amendment to the Principal Agreement, dated as of November 7, 2008, which amendment will effectively delete Section 2.2 of the Principal Agreement in writing prior its entirety; (u) Buyer and Seller and its Affiliates must have agreed to entering into Schedule 2E; (v) Seller must have repaired, at Seller’s sole cost, the deferred maintenance items identified under the columns on Schedule 4.1(v) of this AgreementAgreement titled “A.S.I. Operations to address” and “A.S.I. Facilities to address”; and (j) provided, however, for purposes of clarification, Seller shall have no responsibility to repair any other matter for deferred maintenance items appearing on Schedule 4.1(v), including, without limitation, those items appearing under the column titled “Items that will not be addressed”, which Title Insurance Company agrees items will be accepted by Buyer “as is”; and (w) Seller, at Seller’s sole cost, must have replaced as part of the server replacement process that was started with respect to provide insurance the Restaurants on or about June 10, 2010, the Gx260 or Gx270 server, as applicable, located at no additional cost to Buyereach of the Restaurants identified on Schedule 4.1(w) with a Gx960 or comparable server.

Buyer’s Conditions. Buyer’s The obligations of Buyer hereunder are subject to Close are conditioned upon the satisfaction, on or prior to the Closing, of all the following (“conditions unless waived in writing by Buyer’s Conditions”):: (i) a. All of Seller's representations and warranties of Seller set forth in this Agreement shall be true, true and correct and complete in all material respects as of the Closing Date date of this Agreement and as of the Closing; b. As of the Closing, Seller shall have timely performed in its obligations hereunder and all material respects all covenants and obligations required deliveries to be performed made by Seller on or before shall have been tendered; c. Buyer shall have approved the physical inspection, title documents and Environmental Reports and other matters affecting the Property as provided in Article III and the Loan documents and Loan assumption as provided in Article IV; d. The Title Company shall be in a position to issue a Title Policy following the Closing Date. (ii) Title Insurance Company is irrevocably committed to issue to in a form previously approved by Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to Permitted Exceptions; and e. The Lender under the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection Loan shall have approved the assumption of the Property may disclose; Loan by Buyer without any increase in interest rate. f. Buyer, Seller and SPORTS ARENAS, INC. (e"SAI") the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as prior to the use, occupancy, subdivision or improvement end of the Property adopted or imposed by any governmental bodyFeasibility Period shall have entered into, or and the effect Lender under the Loan prior to the Closing shall have approved, a written agreement (the "SAI Tenant Lease Agreement"), whereby either: (1) SAT's right to possession and occupancy (collectively "Possessory Rights") of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants a portion of the Property (if anythe "SAI Premises") and SAI's obligation to pay rents and other charges (collectively "Payment Obligations") under its Tenant Lease shall terminate on the 90th day after the Closing (unless such parties mutually agree to extend SAT's Possessory Rights and Payment Obligations on a month-to-month basis);, or: (h2) covenantsSAI's Possessory Rights and Payment Obligations under its Tenant Lease shall only conditionally terminate on the 90t day after the Closing (unless such parties mutually agree to extend SAT's Possessory Rights and Payment Obligations on a month-to-month basis) and such Possessory Rights and Payment Obligations shall be reinstated upon the Lender's recordation of a notice of default under the deed of trust securing the Note, restrictions, easements and other matters but only to the extent of that do not materially impair the value portion of the Property SAI Premises which is not possessed or occupied by a subsequent tenant pursuant to an enforceable tenant lease complying with the use thereof; terms and provisions of the Loan documents pertaining to leases of the Property. (i3) non-monetary encumbrances disclosed Notwithstanding any provision of this Agreement to the contrary, if the Closing fails to occur because the Lender under the Loan failed to approve the SAI Tenant Lease Agreement, Seller shall pay Buyer an amount equal to the amount Buyer has paid Lender in writing prior connection with Buyer's application to entering into assume the Loan. The provisions of this Agreement; Section 8.1 are for the benefit of Buyer and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to can be waived only by Buyer.

Buyer’s Conditions. Buyer’s The obligations of the Buyer to Close are conditioned upon consummate the Closing shall be subject to the satisfaction at or prior to Closing of all of the following (“conditions, any one or more of which may be waived, in whole or in part, by the Buyer’s Conditions”):: (ia) All The Seller shall have complied in all material respects with each of its covenants and agreements herein to be performed at or prior to the Closing Date and each of the representations and warranties of the Seller contained in this Agreement and the Schedules shall be true, true and correct and complete in all material respects as if made at and as of Closing except to the extent of changes that have occurred prior to Closing that are consistent with the provisions of Section 2.3(a); (b) The Seller shall have delivered to the Buyer a duly authorized and signed officer's certificate, dated as of the Closing Date Date, certifying that (i) the representations and warranties of the Seller shall have performed contained in this Agreement and the Schedules are true and correct as of the Closing Date, and (ii) the Seller has complied in all material respects all with each of its covenants and obligations required agreements herein to be performed by Seller on at or before prior to the Closing Date.; (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens As to the Branch, there shall have been given, obtained or satisfied in final form any notice, approval, permit or other requirement of supplemental taxeslaw or any competent governmental or regulatory authority that is necessary to proceed with the Closing, if including without limitation such approvals as may be required of any assessed; California or federal bank or other financial institution regulatory agency and any other entity or entities having jurisdiction over the Branch, the Buyer or the Seller, and no such agency or entity shall, in connection therewith, have imposed any condition or requirement that would result in a material adverse effect on the business or prospects of the Branch or the Buyer, or on the consummation of the transactions contemplated hereby; (d) There shall not be in effect any facts an accurate survey and/or a personal inspection nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would be violated by consummation of the Property may disclosetransactions contemplated hereby, nor any material pending or threatened action, proceeding or investigation, the adverse determination of which would result in such order, decree or judgment; provided, that in the case of such material pending or threatened action, proceeding or investigation, neither party shall decline to proceed with the Closing pending final resolution thereof without exercising its reasonable efforts promptly to determine jointly with the other party the merit thereof and the likelihood of an adverse determination in such proceeding; (e) The transactions contemplated by the mortgage/deed Plan of trust/deed to secure debt lien in connection with any Buyer financing; Reorganization shall have been consummated; (f) any lawsNot later than thirty (30) days after the date of this Agreement, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement Buyer shall have notified the Seller that its preliminary due diligence review of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; Branch has been completed to its satisfaction; (g) rights Prior to the Closing, the Buyer shall have identified a manager for the Branch PROVIDED THAT, the Buyer shall provide the Seller with notice of existing tenants and/or occupants of such fact not less than ten (10) Business Days prior to the Property (if any);Closing Date; and (h) covenants, restrictions, easements and other matters that do not materially impair the value The amount of the Property or Assumed Deposits subject to the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance Purchase Premium calculation at no additional cost to BuyerClosing is less than $15,500,000.

Buyer’s Conditions. Buyer’s obligations The obligation of Buyer to Close are conditioned upon consummate this Agreement is subject to the satisfaction at the Closing, or waiver by Buyer in writing, of each of the following (“Buyer’s Conditions”):conditions: (i) All the Sellers shall have executed this Agreement; (ii) Sellers shall have delivered to the Buyer the ePenzio Shares; (iii) Buyer, Seller and ePenzio shall be in compliance with all applicable laws, including without limitation, federal and state security laws; (iv) No action or proceeding against ePenzio shall have been instituted before a court or other governmental body, or shall have been threatened which, if successful, will prohibit the consummation or require substantial rescission of the transactions contemplated by this Agreement; (v) Buyer shall have received copies of any necessary consents and approvals of governmental agencies, lenders, lessors and other third parties; (vi) There shall have been no material change in the financial condition, business or properties of ePenzio which adversely affects the conduct of its business as presently being conducted or the condition, financial or otherwise, of ePenzio and no additional substantial liabilities of ePenzio shall have been incurred except as noted herein; (vii) Buyer, Seller, and ePenzio shall have taken all corporate and shareholder action necessary to authorize and consummate the transactions contemplated by this Agreement; (viii) Buyer and Seller shall have received assurances satisfactory to each regarding the tax, accounting and legal aspects of the proposed transaction; (ix) All notes or other debts of Sellers or their affiliates owed to ePenzio shall be paid contemporaneously with the Closing and Buyer shall be furnished with written evidence thereof; (x) Buyer shall have received from Mixxx Xxxxxxx xnd Wixxxxx X. Xxxxx xully executed Employment Contracts in a form acceptable to the parties; (xi) Sellers shall deliver to Buyer at Closing certificates of search of the Uniform Commercial Code for filings against ePenzio in standard form. Such certificates shall show searches of filings with respect to ePenzio and all names under which ePenzio has conducted its business, including any subsidiaries thereof; (xii) The representations and warranties of Seller the Sellers contained in this Agreement or in any certificate or document delivered to Buyer pursuant hereto shall be true, correct deemed to have been made on the date of this Agreement and complete again at the Closing and shall then be true in all material respects; Sellers shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing; Sellers shall not be in default under any of the provisions of this Agreement; and Buyer shall have been furnished with one or more closing certificates of Sellers dated as of the Closing Date date, certifying (A) to the fulfillment of the foregoing conditions and Seller shall have performed in all material respects all the due performance of such covenants and obligations required agreements, (B) that no material change has occurred in ePenzio's Financial Statements since December 31, 2000, except as noted herein, (C) that the representations and warranties set forth in this Agreement are true and correct as of the date of this Agreement and as of Closing, and (D) that neither ePenzio nor any of the Sellers is a party to be performed by Seller on any litigation or before the Closing Date. (ii) Title Insurance Company is irrevocably committed has knowledge of any claim, brought or threatened, seeking to issue recover damages from ePenzio or to Buyer an owner’s title insurance policy covering the Property with standard coverage customary prevent ePenzio or Sellers from continuing to use ePenzio assets or to conduct business in the state where manner as the Property is located showing liability same were used or conducted prior thereto, except as provided herein and in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any4(t); (hxiii) covenantsBuyer shall have received a certificate, restrictions, easements and other matters that do not materially impair issued by the value office of the Property Secretary of State of the State of Utah as of a date not more than five (5) business days before the Closing, stating that ePenzio is in good standing in the State of Utah; (xiv) Sellers shall have executed and delivered such other documents, instruments, certificates or agreements as shall be reasonably necessary to consummate this transaction; and (xv) Buyer and Kings Peak Capital, L.L.C. shall have entered into an Advisory agreement in substantially the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyerform of Exhibit "B".

Buyer’s Conditions. Buyer’s obligations The obligation of the Buyer to Close are conditioned upon complete the purchase of the Purchased Assets hereunder shall be subject to the satisfaction of, or compliance with, at or before the Final Closing, each of the following conditions precedent (“Buyer’s Conditions”each of which is hereby acknowledged to be inserted for the exclusive benefit of the Buyer and may be waived by it in whole or in part): (ia) All This Agreement and the transfer of the Sino-Top Shares from the Seller to the Buyer or its subsidiary have been approved by the competent commerce bureau in the People's Republic of China ("Approval Authority"), without any additional or different conditions being imposed which are not agreed to by the parties in writing; (b) Appropriate documents have been issued or approved by appropriate Chinese governmental authorities, reflecting that the Buyer or its subsidiary has become a new shareholder of Sino-Top holding 60% of the equity interests of Sino-Top, without any additional or different conditions being imposed which are not agreed to by the parties in writing; (c) The representations and warranties of the Seller and Sino-Top contained in this Agreement shall be true, true and correct at and complete in all material respects as of the U.S. Closing Date and the Final Closing with the same force and effect as though made at and as of such time. The Seller shall have performed in and complied with all material respects all covenants and of its obligations required by this Agreement to be performed or complied with at or prior to the U.S. Closing Date and the Final Closing. The Seller shall have delivered to the Buyer a certificate, dated as of the U.S. Closing Date and the Final Closing, duly signed by Seller on the Seller's and Sino-Top's respective presidents or before chief executive officers, certifying that such respective representations and warranties are true and correct and that all such obligations have been performed and complied with; (d) Between the Closing Date. date hereof and the Final Closing, (i) there shall have been no material adverse change in or to Sino-Top or any of its properties, assets or business and (ii) Title Insurance Company is irrevocably committed there shall have been no adverse legislative or regulatory change affecting in any material adverse way Sino-Top or any of its properties, assets or business, and there shall have been delivered to issue the Buyer certificates to Buyer an owner’s title insurance policy covering that effect, dated the Property with standard coverage customary in U.S. Closing Date and the state where Final Closing and signed by the Property is located showing liability in the amount respective president or chief executive officer of the Purchase Price Seller and showing insurable title Sino-Top; (e) The Seller shall have delivered to the Property vested Buyer the following with respect to itself and with respect to Sino-Top (i) copies of their charter documents as in Buyer, subject only effect immediately prior to the following: U. S. Closing Date and Final Closing, and (ii) copies of resolutions adopted by their respective board of directors and shareholders authorizing the transactions contemplated by this Agreement; (f) The Seller has provided to the Buyer a true and correct copy of (a) Title Insurance Company’s standard exceptions; the documents, consents, certificates, licenses and registrations as set out in Schedule "D", (b) liens for all current general a certificate of good standing of the Seller issued by the Secretary of State of the State of its incorporation as of a date not more than ten (10) days prior to the U.S. Closing Date, and special real property taxes and assessments not yet due and payable; (c) liens such further and other documentation as reasonably requested by the Buyer or its counsel, including a release of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection obligation under the Venture Agreement of the Property may disclose; (e) Parties at the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; Final Closing; (g) rights of existing tenants and/or occupants There shall not be pending or threatened any action or proceeding by or before any court or other governmental body that shall seek to restrain, prohibit, invalidate or collect damages arising out of the Property (if any)transactions contemplated by this Agreement, and that, in the reasonable judgment of the Buyer, makes it inadvisable to proceed with the transactions contemplated hereby; (h) covenantsSino-Top and the Seller shall have received consents to the transactions contemplated hereby and waivers of rights to terminate or modify any material rights or obligations of Sino-Top from any person or entity from whom such consent or waiver is required under any contract, restrictions, easements and other matters that do not materially impair the value of the Property permit or license to which Sino-Top or the use thereof; Properties are bound as of a date not more than ten (10) days prior to the Final Closing Date; (i) nonThe Seller shall have delivered to the Buyer audited financial statements of Sino-monetary encumbrances disclosed Top for the twelve month period ended December 31, 2005, such audit to Buyer be performed by GHP Hxxxxxx P.C. in writing prior to entering into this Agreementconformity with GAAP and the rules and regulations of the SEC and unaudited quarterly financial statements as of a date within 30 days of the end of each quarter; and and (j) The Seller shall have complied with all reasonable due diligence requests including but not limited to delivery to the Buyer of all geological and technical data related to any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyerof the Properties described herein as well as maps and surveys.

Buyer’s Conditions. Buyer’s obligations obligation to Close are consummate Closing pursuant to this Agreement is conditioned upon the satisfaction (or waiver in writing by Buyer in its sole discretion) of the following (“Buyer’s Conditions”):conditions on and as of the Closing Date: (i) All Owner shall have completed all of the deliveries required to be made by Owner under Section 13.1 below; (ii) Owner shall have performed and satisfied its other obligations under this Agreement in all material respects; (iii) The representations and warranties of Seller Owner set forth in this Agreement (as confirmed and/or updated by Owner’s Bring Down Certificate delivered pursuant to Section 13.1(a)(iv)) below shall be true, true and correct and complete in all material respects as of the Closing Date and Seller Closing; (iv) Lender shall have performed transferred title to the Assets (including title to the Hotel Land under the Registration of Titles Act in the name of Buyer or its nominee) under its powers of sale in the First Loan Security Documents free and clear of all material respects charges, liens, equities and encumbrances, save for the Permitted Exceptions; and all of the Non-Permitted Encumbrances shall have been fully released and discharged; (v) Owner shall have caused RHDL to enter into a binding contract substantially in accordance with the form of agreement to be agreed upon by Owner and Buyer, acting reasonably, and attached hereto within five (5) business days following the Effective Date as Exhibit J, agreeing for nominal consideration to transfer title to the RHDL Parcel under the Registration of Titles Act in the name of Buyer or its nominee free and clear of all charges, liens, equities and encumbrances save for restrictive covenants and obligations easements (if any) endorsed on the parent Certificate of Title and such easements if any as are obvious and apparent, in each case as of the Effective Date, such transfer to occur simultaneously with the transfer of title to the Assets, if reasonably possible, and if not, as soon as practically possible after Closing; (vi) There shall be no unpaid tax or assessment (or any fine or penalty related thereto) which is then due and that constitutes a lien, charge or encumbrance against any of the Assets; (vii) At no cost or expense to Buyer, the Ritz Carlton Agreement shall have been validly terminated in accordance herewith; (viii) At no cost or expense to Buyer, the employment of each of the Hotel and Golf Course employees employed by Owner or Operator shall have been validly terminated as required hereunder; Owner shall have paid, or arranged for payment in full in the manner provided by this Agreement of, any related redundancy payments and accrued benefits to be performed by Seller such employees; and Owner shall have provided to Buyer reasonable evidence of such termination and payment or payment arrangement; (ix) No injunction or other court order shall have been issued which has not been discharged that prohibits or makes impossible the consummation of the Closing on or before the Closing Date.; and (iix) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability The Assumed Contracts, Golf Course Lease, and Power Plant Equipment Lease shall each have been duly stamped in the amount of the Purchase Price and showing insurable title any stamp duty due with respect thereto to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report extent required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed law to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyerbe enforceable.

Buyer’s Conditions. In addition to all other conditions to the completion of the transaction described in this Agreement, Sellers and Buyer agree that the Closing of the sale and purchase contemplated by this Agreement is subject to satisfaction, approval or waiver by Buyer of the matters specified in this Section 7(a). All of the conditions in this Section 7(a) below, other than the condition relating to the Existing Tenant described in Section 7(a)(3) below, are solely for the benefit of Buyer and can be unilaterally waived by Buyer. The condition relating to the Existing Tenant described in Section 7(a)(3) is for the benefit of both Buyer and Seller and can be waived only with the consent of both Buyer and Seller. (1) Commencing on the date this Agreement is executed by Sellers and Buyer (the “Effective Date”) and ending at 5 p.m. California time on March 28, 2007 (the “Due Diligence Period”), Buyer shall have the right to review and approve the Property Materials and to inspect and approve the physical condition, prospective use of and all other matters concerning the Property, at Buyer’s obligations sole cost, including, without limitation, the availability of access, utility services, zoning, economic viability, environmental risks, safety and security risks, engineering and soil conditions. All information supplied to or made available to Buyer by Sellers, whether before, on or after the Effective Date, including without limitation the Property Materials described above, shall be treated by Buyer as confidential information, and shall be subject to the terms and conditions of that certain Confidentiality Agreement submitted electronically on behalf of Behringer Harvard Funds with respect to the Property (the “Confidentiality Agreement”), all of the terms and conditions of which are hereby incorporated herein by reference, provided that (i) any reference to Prospective Buyer in the Confidentiality Agreement shall also include the Buyer hereunder to the extent the Buyer named herein is not the named party to the Confidentiality Agreement, and (ii) the information set forth in Section 1(ii) of the Confidentiality Agreement shall be destroyed by Buyer at Sellers’ request rather than returned to Sellers, and (iii) the term of the Confidentiality Agreement set forth in Section 7 of the Confidentiality Agreement shall be amended to expire on the earlier of Close are conditioned of Escrow or the date that is one (1) year following the Effective Date of this Agreement. However, notwithstanding the foregoing provisions or anything else to the contrary contained in this Agreement or the Confidentiality Agreement (i) Buyer may disclose such information to its consultants, attorneys, accountants, prospective investors and lenders, and others who need to know the information for the purpose of assisting Buyer in connection with the transaction that is the subject of this Agreement; (ii) the foregoing covenant of confidentiality shall not be applicable to any information published by Seller as public knowledge or otherwise available in the public domain; (iii) Buyer shall be permitted to disclose such information as may be recommended by Buyer’s legal counsel in order to comply with all financial reporting, securities laws and other legal requirements applicable to Buyer, including any required disclosures to the Securities and Exchange Commission; and (iv) any duty of confidentiality set forth in this Agreement or in the Confidentiality Agreement shall terminate upon Closing. If Buyer determines within the following Due Diligence Period, in Buyer’s sole discretion, that the Property is not suitable for its purposes, or that it is in the interest of Buyer to terminate this Agreement for any or no reason, Buyer shall notify Sellers and the Escrow Holder in writing of the termination of this Agreement (“Buyer’s ConditionsTermination Notice”):) prior to the end of the Due Diligence Period. Upon receipt by Sellers and the Escrow Holder of Buyer’s Termination Notice, the Additional Deposit (if then in Escrow) and any interest accrued thereon shall be refunded to Buyer by the Escrow Holder, the Initial Deposit and interest accrued thereon shall be released to Sellers unless otherwise set forth herein, and Sellers and Buyer shall thereupon be released from all further obligations under this Agreement, other than the Surviving Obligations. If no Buyer’s Termination Notice has been served upon Sellers and Escrow Holder within the time provided in this Section 7(a)(1), the condition set forth in this Section 7(a)(1) shall be deemed to have been satisfied or waived by Buyer and Buyer shall no longer have any right to terminate this Agreement under this Section 7(a)(1). (2) Buyer has requested and each Seller agrees to forward to Hitachi Data Systems Corporation (“Existing Tenant”), the tenant under the Leases affecting the Real Property, tenant estoppels in the form attached hereto as Exhibit K. Buyer is aware of the provisions of Section 36 of the Leases which describe the Existing Tenant’s obligations relating to tenant estoppels. Sellers shall make reasonable efforts, at no cost to Seller, to obtain and deliver to Buyer, no later than five (5) business days prior to the Closing Date (the “Estoppel Return Date”), a tenant estoppel certificate in substantially the form of Exhibit K attached hereto executed by the Existing Tenant for each Lease; provided, however, the form of tenant estoppel certificate shall reflect appropriate changes thereto to conform to specific requirements in its Lease regarding the form of the tenant estoppel certificate. An executed tenant estoppel certificate in the form of Exhibit K (as such form may be changed to conform to the specific requirements in its Lease regarding the form of the tenant estoppel certificate) is herein referred to as a “Tenant Estoppel”. Seller shall deliver each Tenant Estoppel to Buyer (regardless of whether it complies with this Agreement) promptly following Seller’s receipt thereof. Notwithstanding anything contained herein to the contrary, it shall be a condition precedent to the obligation of Buyer to consummate the transaction that is the subject of this Agreement that Seller deliver to Buyer, on or before the Estoppel Return Date, Tenant Estoppels for both Leases of the Real Properties executed by the Existing Tenant thereunder in the form of Exhibit K (as such form may be changed to conform to the specific requirements in its Lease regarding the form of the tenant estoppel certificate). In the event that Seller is unable to satisfy the Tenant Estoppel Condition by the Estoppel Return Date, Seller shall not be in default under this Agreement. However, if the Tenant Estoppel Condition is not fulfilled as of the Estoppel Return Date, then, for three (3) business days thereafter, Buyer shall have the option either to (i) All waive the Tenant Estoppel Condition, (ii) extend the Closing Date for up to fourteen (14) days to allow Sellers more time to attempt obtain additional estoppel certificates (provided Sellers shall have no liability for failure to obtain them); or (iii) terminate this Agreement, in which event all of the Deposits (the Initial Deposit and the Additional Deposit and interest accrued thereon) shall be returned to Buyer. If Buyer elects to extend the Estoppel Return Date pursuant to clause (ii) of the preceding sentence and the Tenant Estoppel Condition is still not fulfilled on or before the expiration of the fourteen (14) day extension period, then Buyer may elect one of the options set forth in clauses (i) and (iii) of the preceding sentence. (3) It is also a condition precedent to Buyer’s obligation to buy the Property from Sellers that not later than five (5) business days before the Closing Date (the “Waiver Return Date”) the Existing Tenant has waived in writing its right to purchase the Property in connection with the sale to Buyer hereunder pursuant Section 46 of each of the Leases to which the Existing Tenant has such a right (entitled “Right of First Offering To Purchase”). In the event that the Existing Tenant has not waived in writing its right to purchase the Property by the Waiver Return Date then all of the Deposits (the Initial Deposit, the Additional Deposit and interest accrued thereon) shall be returned to Buyer. (4) It is also a condition precedent to Buyer’s obligation to buy the Property from Sellers that the Title Company (defined in Section 8) is irrevocably committed to issue the Title Policies (defined in Section 8) to Buyer following the Closing. If Title Company will not irrevocably commit to issue the Title Policies then all of the Deposits (the Initial Deposit, the Additional Deposit and interest accrued thereon) shall be returned to Buyer. (5) It is also a condition precedent to Buyer’s obligation to buy the Property from Sellers that a Seller shall not be in material default of such Sellers’ obligations under this Agreement, and that such Seller’s express representations and warranties of Seller set forth in this Agreement shall continue to be true, correct and complete unchanged in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing DateClosing. (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.

Buyer’s Conditions. Buyer’s obligations obligation to Close are conditioned proceed to Closing on the purchase of the Property is subject to and contingent upon the following (“conditions, any of which may be waived in writing by Buyer in Buyer’s Conditions”):sole and absolute subjective discretion: (ia) A final examination of the title to the Real Property by the Title Company shall disclose no title exceptions except for the Permitted Exceptions and other title matters approved or deemed approved by Buyer in accordance with this Agreement and the Title Company shall be committed to issue to Buyer a standard 2006 ALTA Extended Coverage Owner’s title insurance policy consistent with the Title Policy subject to the Permitted Exceptions and other title matters approved or deemed by Buyer in accordance with this Agreement. (b) Buyer shall have received, on or before the Closing Date, an executed Tenant Estoppel Certificate from Tenant and an executed IRBA Estoppel Certificate in the forms described in Section 13.2.7. Notwithstanding anything contained to the contrary herein, the failure of the Seller to deliver to Buyer the Tenant Estoppel Certificate required by Buyer pursuant to this Section 12.1(b) shall not be a default by Seller under this Agreement, so long as Seller uses commercially reasonable efforts to obtain the Tenant Estoppel Certificate from the Tenant prior to Closing, but such failure shall be grounds for Buyer to terminate this Agreement and receive a refund of the Deposit. (c) Seller shall have delivered each of the Closing Documents required to be delivered under Section 13.2 of this Agreement. (d) Seller shall not be in material breach of any of covenants it has made in this Agreement. All representations and warranties of Seller set forth in this Agreement shall be true, true and correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller if made on or before the Closing Date. (iie) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where The entirety of the Property is located showing liability leased to the Tenant under the lease described on Exhibit “G” attached hereto, and the Tenant is in occupancy of all of the building thereon, and is then current in the amount payment of the Purchase Price full rent and showing insurable title to the Property vested in reimbursables or receiving rent abatements (for which Seller is compensating Buyer), subject only to the following: and all tenant improvement allowances and/or leasing commissions for any Lease shall have been fully paid and discharged or assumed by Tenant (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed credited to Buyer in writing prior to entering into this Agreement; at Closing) and (j) there shall not then exist any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyerdefault under any Lease either on the part of Seller as landlord or Tenant.

Buyer’s Conditions. Buyer’s obligations to Close are conditioned upon the following (“Buyer’s Conditions”): (i) All representations and warranties of Seller in this Agreement herein shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date.. SAMPLE (ii) Title Insurance Company is shall have irrevocably committed to issue to Buyer an owner’s policy of title insurance policy covering the Property with standard coverage that is customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: : (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); ; (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances matters disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.

Buyer’s Conditions. Buyer’s All of the obligations of Buyer under this Agreement are in all events further subject to Close are and conditioned upon the fulfillment (unless waived in writing by Buyer) of the following (“Buyer’s Conditions”):conditions precedent: (i) All Buyer shall be satisfied in its sole and absolute discretion with the suitability and feasibility of the Subject Property following its due diligence review and have provided the notice to of Buyer's intent to proceed with Closing as set forth under Section 2.2B; (ii) Buyer shall have received irrevocable written approval from Lender for the assumption of the Secured Indebtedness on terms mutually agreeable between Buyer and Lender, and the Buyer's assumption of the Secured Indebtedness shall have occurred concurrent with the Closing hereunder; (iii) There shall have been no casualty, damage or material adverse effect to the Subject Property, nor shall Seller or Buyer have received notice regarding any pending or contemplated condemnation of any material portion of the Subject Property or impairment of access or use of the Subject Property; (iv) The Subject Property is not in violation of any applicable law, ordinance or regulation, nor shall Seller or Buyer have received notice of any such possible violation; (v) Seller's representations and warranties of Seller contained in this Agreement shall be true, correct deemed to have been made again at and complete in all material respects as of the time of the Closing Date and shall then be true and accurate; (vi) Seller shall have duly performed in all material respects all of the covenants and obligations required to be performed by Seller on or before it under this Agreement and shall have delivered the Closing Date. (ii) Title Insurance Company is irrevocably committed to issue to documents, instruments and other items requested by Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any)under this Agreement; (hvii) covenants, restrictions, easements and other matters that do not materially impair the value Buyer shall have received a "marked up" Title Commitment dated as of the Property or date of Closing and issued by the use thereofTitle Company which unconditionally commits the Title Company to issue the owner policy of title insurance described in Section 4.9 hereof; (i) non-monetary encumbrances disclosed and, Seller shall have effected the cure of all Title Objections presented by Buyer, which cure is acceptable to Buyer in writing its sole discretion; and, the zoning letters furnished to Buyer shall be reasonably acceptable; (viii) The Subject Property shall be conveyed as of the Closing, free and clear of any and all liens and encumbrances, subject to the Permitted Exceptions; (ix) Seller shall have furnished to Buyer the Survey in the manner required hereunder; and, Seller shall have effected the cure of all Survey Objections presented by Buyer, which cure is acceptable to Buyer in its sole discretion; (x) All leases or other rights of parties in possession (other than the Tenant Leases and other leases approved by Buyer) shall have been terminated prior to entering into this AgreementClosing; (xi) If applicable, Buyer shall be reasonably satisfied with the results of all inspections and treatment for wood-eating or destroying insects or otherwise elected to proceed with Closing, as set forth in Section 4.16 hereof; (xii) The Closing shall be an insured Closing with the Title Company pursuant to an insured closing letter, on terms deemed reasonable by Buyer; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.and

Buyer’s Conditions. Buyer’s obligations to Close are conditioned upon the following (“Buyer’s Conditions”): (i) All representations and warranties of Seller in this Agreement herein shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date. (ii) Title Insurance Company is shall have irrevocably committed to issue to Buyer an owner’s policy of title insurance policy covering the Property with standard coverage that is customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: SAMPLE (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); ; (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances matters disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.

Buyer’s Conditions. At the option of Buyer’s , the obligations of Buyer at Closing are subject to Close are conditioned upon the satisfaction of the following (“Buyer’s Conditions”):conditions: (i) All representations and warranties of Seller the Xxxxx-Xxxx Parties contained in this Agreement shall must be truetrue in all respects as if they were made at and as of Closing except for any failure to be true that has not had, correct and complete is not reasonably be likely to have, a material adverse effect on the Properties or on the ability of the Xxxxx-Xxxx Parties to consummate the transactions contemplated by this Agreement; (ii) the Xxxxx-Xxxx Parties must have performed and satisfied in all material respects as of the Closing Date and Seller shall have performed in all material respects all their covenants and obligations required set forth in this Agreement to be performed by Seller on at or before prior Closing; and (iii) Buyer must have received an officer’s certificate confirming the foregoing in the form of Exhibit “X- 0”. For purposes of determining whether this condition to Closing Datehas been satisfied, the representations and warranties, and covenants and obligations in question will be read disregarding any materiality qualifications contained therein, and the officer’s certificate referred to in clause (iii) may so reflect. The fulfillment of the condition in this Section 6.02(a) will not affect any rights of indemnification or other remedies available to Buyer under this Agreement with regard to any breach or alleged breach of representations, warranties or covenants set forth in this Agreement, and Buyer reserves, and does not waive, any such rights and remedies notwithstanding any Closing. (iib) Title Insurance Company There must not be any suit or other proceeding pending before any court or governmental agency or instituted (or formally threatened in writing) by a third party (that is irrevocably committed not the Xxxxx-Xxxx Parties or any affiliate of the Xxxxx-Xxxx Parties) seeking an order to issue restrain, prohibit or declare illegal, the purchase and sale contemplated by this Agreement, or which could reasonably be expected to prevent the Buyer an owner’s title insurance policy covering (and the Property Xxxxx-Xxxx FB/M Successor and the Pillar FB/M Successor) from its ability to enjoy the economic benefits attributable to the Properties. (c) Unless otherwise agreed or waived by the parties, all of the consents, permissions, and approvals by third parties listed on Schedule 6.02(c), in connection with standard coverage customary in the state where sale and transfer of the Property is located showing liability in the amount of Properties must have been received prior to Closing, and copies thereof provided to Buyer, except those required consents, permissions, novations and approvals which are Permitted Encumbrances. (d) All value adjustments to the Purchase Price and showing insurable title relating to asserted Title Defects, Environmental Defects, casualty losses, failure to obtain consents exercised preferential purchase rights, Properties in arbitration, excluded or removed under the Property vested terms of this Agreement, must not, in Buyerthe aggregate, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; exceed $217,500,000. (e) All applicable waiting periods under the mortgage/deed HSR Act have expired or been terminated. (f) The Reorganization and the Mergers must have been consummated and certificates of trust/deed merger with respect to secure debt lien each of the Xxxxx-Xxxx Merger and the Pillar Merger shall have been issued by the Secretary of State of the State of Texas. (g) The liens and security interests granted in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement credit facility of the Property adopted or imposed by any governmental bodyXxxxx-Xxxx Parties must be fully and finally released and discharged, or the effect pursuant to forms of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements release reasonably acceptable in form and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost substance to Buyer.

Buyer’s Conditions. Buyer’s obligations The obligation of Buyer to Close are conditioned upon close the transaction contemplated by this Agreement will be subject to the satisfaction of all of the following conditions precedent (“or conditions concurrent, with respect to deliveries to be made by the parties, or documents to be executed, at Closing), which conditions may be waived, or the time for satisfaction of which extended, by Buyer only in a writing executed by Buyer’s Conditions”):: (ia) All of Seller's representations and warranties of Seller set forth in this Agreement shall will be true, true and correct and complete in all material respects as of the Closing Date Date, and Seller Seller, on or prior to the Closing Date, shall have complied with or performed in all material respects all of the obligations, covenants and obligations agreements required on the part of Seller to be complied with or performed pursuant to the terms of this Agreement, including without limitation the delivery to Buyer of all of the information required to be performed by Seller on delivered or before the Closing Datemade available pursuant to Section 3.2. (iib) Buyer shall have received from Seller a Certificate of Final Completion executed by the Contractor and the Architect; (c) No Act of Bankruptcy shall have occurred with respect to Seller. (d) There shall not have been any material adverse changes to the environmental condition of the Premises from that set forth in the Environmental Assessment obtained by Buyer during the Due Diligence Period (e) Buyer shall have received the Title Insurance Commitment "marked-up" and effectively dated as of the Closing, deleting all requirements thereunder so as to obligate the Title Company is irrevocably committed unconditionally to issue to Buyer an original owner’s 's policy of title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general Permitted Exceptions and special real property taxes a fairways endorsement and assessments not yet due other endorsements reasonably required by Buyer and payable; (c) liens of supplemental taxesavailable in California, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; as provided herein. (f) The Title Company shall deliver to Buyer a "closing protection" or "insured closing" letter, evidencing the authority of any laws, regulations, ordinances (including but not limited to, zoning, building agent of Title Company which conducts the Closing and environmental) as to the use, occupancy, subdivision issues Buyer's owner's policy of title insurance for or improvement on behalf of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; Title Company. (g) rights of existing tenants and/or occupants Seller shall not have taken any action or permitted any action to be taken by others from the date hereof to and including the Closing Date, other than actions disclosed to Buyer prior to the expiration of the Due Diligence Period, that would reasonably be expected to have a material adverse effect upon the Property (if any);or the operation thereof. (h) covenantsThere shall be no unsatisfied state or federal tax liens against or affecting Seller, restrictionsexcept the lien of real property taxes not yet delinquent, easements or any audit of Seller in process which could result in a lien against the Property. 6.1(i) From and other matters that do after the date which was five (5) business days prior to the expiration of the Due Diligence Period, Seller shall not materially impair have entered into any new contracts affecting the value Property, or extended, renewed or modified any existing Contracts (except in accordance with any currently existing extension or renewal rights in favor of the applicable contractor under its existing Contract), nor shall Seller have amended or modified any of the Permits, without in any such case obtaining Buyer's prior written consent. 6.1(j) The Property shall not have been adversely affected in any material way as a result of any litigation, and subject to the provisions of Article 11 below, the physical condition of the Property or shall be substantially the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; same on the Closing Date as on the Effective Date, reasonable wear and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyertear excepted.

Buyer’s Conditions. Notwithstanding anything in this Agreement to the contrary, Buyer’s obligations obligation to Close are conditioned upon purchase the Assets will be subject to the satisfaction or waiver of the following conditions on or before the Closing Date: a. execution and delivery by Seller of the Conveyance Documents and, in the event the MLCC has not approved the transfer of one or more of the Liquor Licenses at Closing, the IPA with respect to such Liquor Licenses; b. receipt of consent from the applicable Landlord to assignment of each of the Real Property Leases listed on Schedule 4.1(b); c. “Intentionally Deleted” d. receipt of leasehold title policies without standard exceptions that can be deleted solely by Seller’s provision to the Title Company of a customary owner’s affidavit on each Restaurant (excluding the Restaurants subject to “Buyerin-line” leases, which Restaurants will be identified on Schedule 4.1(d) to this Agreement) with insurance coverage amounts of $1,000,000 per Restaurant insuring the leasehold interest in each Real Property Lease in Buyer subject only to the Permitted Exceptions; e. Buyer obtaining UCC, tax lien and judgment searches concerning Seller and the Assets, which do not disclose any Liens, except for Liens that will be released at Closing upon payment of the Purchase Price as evidenced in writing by the applicable Lien holder or for which other evidence of release is provided to Buyer at or before Closing; f. subject to the conditions to Franchisor’s Conditions”):consent set forth in Section 7.3 and/or the Franchisor Consent Letter being satisfied, the execution and delivery of the Applebee’s Development Agreement and Applebee’s Franchise Agreements by Franchisor; g. Seller shall have delivered to Buyer certificates executed by an officer of Seller dated as of the Closing Date certifying that Seller has (i) All performed and complied in all material respects with all of Seller’s covenants and obligations under this Agreement which are to be performed or complied with by Seller prior to or on the Closing Date; and (ii) all representations and warranties of Seller in this Agreement shall be true, correct true on and complete in all material respects as of the Closing Date in all material respects; h. no applicable law, injunction or temporary restraining order enacted, entered or issued by any governmental body or other legal restraint preventing the consummation of the transactions contemplated hereby shall be in effect; i. Buyer must have agreed to any additions to Schedule 2C proposed by Seller; provided, that, the parties hereby agree that an item located at a Restaurant(s) will be added to Schedule 2C without further approval by Buyer if it is owned by a vendor and the item would be permitted to remain in the Restaurant(s) after the Closing without additional cost or expense to Buyer if Buyer continued the applicable relationship with such vendor (and continued payments due with respect to the continuation of such relationship) after the Closing (whether or not Buyer actually continues such vendor relationship); j. receipt of copies of the resolutions of the board of managers and members of the Seller entities that are limited liability companies authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein or other proof of such authorization by such Seller reasonably acceptable to Buyer, certified, in either case, as of the Closing Date by an authorized officer of that certain Seller entity; k. receipt of copies of the resolutions of the board of directors of the Seller entities that are corporations authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein or other proof of such authorization by such Seller reasonably acceptable to Buyer, certified, in either case, as of the Closing Date by an authorized officer of that certain Seller entity; l. The MLCC shall have either (i) approved the transfer of the Liquor Licenses to Buyer prior to Closing or (ii) to the extent transfer of all the Liquor Licenses to Buyer has not been approved by the MLCC prior to Closing (and provided that the MLCC has not issued a Fundamental Issues Notice), issued a Participation Permit to Buyer allowing Buyer to participate in the sale of alcoholic beverages under the Liquor Licenses at the Restaurants, subject to the terms of the IPA; m. No Material Adverse Change shall have occurred; and n. At Seller’s sole cost, Seller must have taken the actions identified under the column titled “ASI Agreed Upon Action” on Schedule 4.1(n) with respect to the deferred maintenance items identified with respect to the designated Restaurant under the column titled “Description”, including the repair or replacement of such items to good working condition, to the extent and subject to any limitations contemplated in the “ASI Agreed Upon Action” column; and all such actions will be conducted in a workmanlike manner. Seller shall have performed in all material respects all covenants and obligations required no responsibility to be performed by Seller repair the deferred maintenance items identified on or before the Closing Date. (iiSchedule 4.1(n) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyerthe corresponding ASI Agreed Upon Action column is blank or states "No Action" or "No Action Needed", which items will be accepted by Buyer "as is" (collectively, the "Accepted Maintenance Items").

Buyer’s Conditions. The obligation of Buyer’s obligations , the General Partner and the Partnership to Close are conditioned upon close the transactions contemplated by this Agreement is subject to the satisfaction of the following (“Buyer’s Conditions”):conditions, any of which may be waived in its sole discretion: (ia) The Seller Title Representations shall be true and correct on and as of the Closing Date as if made on the Closing Date, except as affected by transactions contemplated or permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. (b) All representations and warranties of each Seller Party, as applicable, in Article III, other than the Seller Title Representations, shall be true and correct in all material respects (provided, however, that any such other representation or warranty of any Seller Party contained in Article III that is qualified by a materiality standard or a Material Adverse Effect qualification shall not be further qualified by materiality for purposes of this Section 6.2(b)) on and as of the Closing Date as if made on and as of such date, except (i) as affected by transactions contemplated or specifically permitted by this Agreement and (ii) to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall be true, have been true or correct and complete in all material respects as of the Closing Date and such specified date. (c) Each Seller Party shall have performed performed, in all material respects all respects, its obligations, covenants and obligations agreements contained herein and in the other Transaction Documents and required to be performed by Seller on it before Closing. (d) No temporary restraining order, preliminary or before permanent injunction or other order issued by any court of competent jurisdiction that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement shall be effective as of the Closing. (e) The Partnership shall have received an opinion of a nationally recognized financial advisor, dated as of the Closing Date, in form and substance satisfactory to the Partnership with respect to the fairness, from a financial point of view, of the issuance of the Transaction Units pursuant to this Agreement. (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any lawsBuyer shall have received evidence satisfactory to it that all Indebtedness other than the Continuing Obligations has been repaid or satisfied in full, regulations, ordinances (including but not limited to, zoning, building that all Contracts relating to such Indebtedness have been terminated and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyerall Liens securing such Indebtedness have been released.

Buyer’s Conditions. At the option of Buyer’s , the obligations of Buyer at Closing are subject to Close are conditioned upon the satisfaction of the following (“Buyer’s Conditions”):conditions: (i) All representations and warranties of Seller the Xxxxx-Xxxx Parties contained in this Agreement shall must be truetrue in all respects as if they were made at and as of Closing except for any failure to be true that has not had, correct and complete is not reasonably be likely to have, a material adverse effect on the Properties or on the ability of the Xxxxx-Xxxx Parties to consummate the transactions contemplated by this Agreement; (ii) the Xxxxx-Xxxx Parties must have performed and satisfied in all material respects as of the Closing Date and Seller shall have performed in all material respects all their covenants and obligations required set forth in this Agreement to be performed by Seller on at or before prior Closing; and (iii) Buyer must have received an officer’s certificate confirming the foregoing in the form of Exhibit “E-2”. For purposes of determining whether this condition to Closing Datehas been satisfied, the representations and warranties, and covenants and obligations in question will be read disregarding any materiality qualifications contained therein, and the officer’s certificate referred to in clause (iii) may so reflect. The fulfillment of the condition in this Section 6.02(a) will not affect any rights of indemnification or other remedies available to Buyer under this Agreement with regard to any breach or alleged breach of representations, warranties or covenants set forth in this Agreement, and Buyer reserves, and does not waive, any such rights and remedies notwithstanding any Closing. (iib) Title Insurance Company There must not be any suit or other proceeding pending before any court or governmental agency or instituted (or formally threatened in writing) by a third party (that is irrevocably committed not the Xxxxx-Xxxx Parties or any affiliate of the Xxxxx-Xxxx Parties) seeking an order to issue restrain, prohibit or declare illegal, the purchase and sale contemplated by this Agreement, or which could reasonably be expected to prevent the Buyer an owner’s title insurance policy covering (and the Property Xxxxx-Xxxx FB/M Successor and the Pillar FB/M Successor) from its ability to enjoy the economic benefits attributable to the Properties. (c) Unless otherwise agreed or waived by the parties, all of the consents, permissions, and approvals by third parties listed on Schedule 6.02(c), in connection with standard coverage customary in the state where sale and transfer of the Property is located showing liability in the amount of Properties must have been received prior to Closing, and copies thereof provided to Buyer, except those required consents, permissions, novations and approvals which are Permitted Encumbrances. (d) All value adjustments to the Purchase Price and showing insurable title relating to asserted Title Defects, Environmental Defects, casualty losses, failure to obtain consents exercised preferential purchase rights, Properties in arbitration, excluded or removed under the Property vested terms of this Agreement, must not, in Buyerthe aggregate, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; exceed $217,500,000. (e) All applicable waiting periods under the mortgage/deed HSR Act have expired or been terminated. (f) The Reorganization and the Mergers must have been consummated and certificates of trust/deed merger with respect to secure debt lien each of the Xxxxx-Xxxx Merger and the Pillar Merger shall have been issued by the Secretary of State of the State of Texas. (g) The liens and security interests granted in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement credit facility of the Property adopted or imposed by any governmental bodyXxxxx-Xxxx Parties must be fully and finally released and discharged, or the effect pursuant to forms of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements release reasonably acceptable in form and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost substance to Buyer.

Buyer’s Conditions. Buyer’s obligations obligation to Close are conditioned upon proceed to Closing and consummate the purchase and sale contemplated by this Agreement shall be subject to the satisfaction or waiver by Buyer of the following (“Buyer’s Conditions”):conditions: (ia) Buyer shall have obtained a binding and irrevocable commitment, from one or more lenders (the “Lenders”) to provide financing the full amount of the Purchase Price which commitment shall not include or impose any terms or conditions which are unacceptable to Buyer; (b) All representations and warranties of Seller set forth in this Agreement shall be true, true and correct and complete in all material respects as of the Closing Effective Date and on the Closing Date; (c) Seller shall have duly performed in all material respects all covenants covenants, acts and obligations required agreements to be performed or complied with by Seller it hereunder on or before prior to the Closing Date.; (iid) The Title Insurance Company is shall have irrevocably committed to Buyer in writing to issue to Buyer an ALTA extended owner’s policy of title insurance policy covering the Property with standard coverage customary insurance, in the state where the Property is located showing liability in the amount of the Purchase Price form and showing insurable content acceptable to Buyer, insuring Buyer’s fee simple title to the Property vested in Buyeran amount equal to the Purchase Price, and subject only to those title exceptions accepted or waived by Buyer pursuant to this Agreement and payment, at Closing, of the following: premium for such policy; (ae) Title Insurance CompanyThere shall be no pending or threatened action, suit, arbitration, mediation, claim, attachment, proceeding, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceeding against Seller that would materially and adversely affect Seller’s standard exceptionsability to perform its obligations under this Agreement; and (bf) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection There shall have been no material adverse change in the condition of the Property may disclose; (e) the mortgage/deed of trust/deed subsequent to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement close of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.Inspection Period,

Buyer’s Conditions. Buyer’s obligations to Close are conditioned upon the following (“Buyer’s Conditions”): (i) All representations and warranties of Seller in this Agreement shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date. (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s policy of title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); ; (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.. SAMPLE

Buyer’s Conditions. Buyer’s obligations 's obligation to Close are purchase the Property is conditioned upon on satisfaction or waiver by Buyer of the following (“Buyer’s Conditions”):conditions: (ia) All all representations and warranties of Seller contained in this Agreement shall be true, correct and complete are accurate in all material respects as at the time of the Closing Date as if made again at that time, except representations and Seller warranties with respect to the Rent Roll (which will be supplanted by the rent roll delivered at the Closing) and except as set forth in Section 5(e); (b) Title Company shall have performed in all material respects all covenants and obligations required to be performed by Seller on issue at the Closing, or before is unconditionally committed at the Closing Date. (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with Buyer, a standard coverage customary owner's title policy (the "Title Policy") in accordance with the state where Commitment (as defined below), insuring Buyer's title to the Property is located showing liability Land in the amount of the Purchase Price and showing insurable title to the Property vested in BuyerPrice, subject only to the followingstandard exceptions and exclusions from coverage contained in such policy and the Permitted Exceptions; (c) as of the Closing, Seller shall have materially performed all of its obligations hereunder and all Seller Closing Documents have been tendered; (d) the Property Management Agreement shall have been terminated at no cost to Buyer; (e) at no time prior to the Closing shall any of the following have been done by or against or with respect to Seller: (a) the commencement of a case under Title Insurance Company’s standard exceptions11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (b) liens for all current general and special real the appointment of a trustee or receiver of any property taxes and assessments not yet due and payableinterest; or (c) liens an assignment for the benefit of supplemental taxes, if any assessedcreditors; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; and (f) there shall not have occurred after the expiration of the Feasibility Period any lawsrelease on the Property of any Hazardous Materials in violation of any Environmental Law that had not been remediated. Buyer may at any time or times, regulationsat its election, ordinances (including waive any of the conditions to its obligations under this Agreement, but not limited toany such waiver shall be effective only if contained in a writing signed by Buyer. The failure of any of the conditions in this Section 6 shall entitle Buyer, zoningat its option, building to cancel and environmental) terminate this Agreement by written notice to Seller, in which event the Xxxxxxx Money shall be returned to Purchaser and, except as specifically provided in this Agreement, neither party shall have any further rights or obligations to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into under this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.

Buyer’s Conditions. Buyer’s All of the obligations of the Buyer hereunder are subject to Close are conditioned upon the satisfaction of every one of the following (“conditions precedent as of the Closing unless, and only to the extent, waived in writing by the Buyer’s Conditions”):: 4.3.1 this Agreement, any documents related hereto and the transactions contemplated hereby have been approved and authorized to the extent required by the Bankruptcy Code pursuant to an Order or Orders of the Bankruptcy Court in form and substance reasonably satisfactory to the Buyer, which Order has not been modified, reversed or amended in any manner adverse to the Buyer and has become a Final Order, and no Order staying the consummation of the transactions contemplated by this Agreement has been entered in connection with any timely commenced appeal or certiorari; 4.3.2 the Confirmation Order has been signed by the Bankruptcy Court and duly entered on the docket for the Reorganization Cases by the Clerk of the Bankruptcy Court in form and substance reasonably satisfactory to the Buyer and has not been modified, reversed or amended in any manner, there is no stay in effect with respect to the Confirmation Order, no pleading has been filed seeking such a stay or appeal of the Confirmation Order and the Confirmation Order is a Final Order; without limiting the generality of the foregoing, the Confirmation Order must provide, among other things, in form and substance reasonably satisfactory to the Buyer, that: (i) All representations the Acquired Assets shall have been sold, contributed, conveyed, assigned, transferred and warranties delivered to the Asset Buyer(s) free and clear of Seller in all Liens (other than Permitted Liens); (ii) the transactions contemplated by this Agreement are approved and effected pursuant to the Plan of Reorganization; (iii) the Bankruptcy Court retains exclusive jurisdiction to interpret and enforce the provisions of (1) this Agreement and any related agreements to which the Buyer and the Debtors (as the case may be) are a party and (2) the Confirmation Order in all respects; (iv) neither the Buyer nor the Asset Buyer(s) shall be true, liable for any of the Unassumed Liabilities; (v) the Bankruptcy Court approves and authorizes the assumption and assignment of the Assumed Contracts set forth on Schedule 2.1.1.5 as of the Closing and (vi) the provisions of the Confirmation Order are nonseverable and mutually dependent; 4.3.3 all Claims against the Debtors are treated and discharged pursuant to the Plan of Reorganization and the Confirmation Order (other than the Assumed Obligations expressly assumed by the Asset Buyer(s) hereunder); 4.3.4 the Debtors' Representations are true and correct and complete in all material respects on and as of the Closing Date with the same force and effect, as if made at and as of the Closing Date (without giving effect to any disclosures made by the Debtors after the date hereof) (provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 4.3.4 has been satisfied with respect of such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects); 4.3.5 the covenants, agreements and undertakings of the Debtors herein have been complied with in all material respects; 4.3.6 no Material Adverse Change has occurred since the date hereof, and the Debtors have delivered to the Buyer a certificate, dated as of the Closing Date and Seller signed in its name by a Responsible Officer of each Debtor, confirming the foregoing; 4.3.7 the waiting period under the Xxxx-Xxxxx-Xxxxxx Act, if applicable, has expired or been terminated; 4.3.8 no Controversy is pending or threatened by or before any arbitrator or Governmental Authority which is reasonably likely to enjoin, restrain or prohibit, or result in material damages in respect of, or which is related to or arises out of, this Agreement or the consummation of the transactions contemplated hereby, or which could reasonably be expected to result in a Material Adverse Change; 4.3.9 the Debtors have obtained, in preparation for the Closing, at their own cost and expense, and have delivered to the Buyer no later than ten (10) days prior to the Closing, a commitment for an ALTA Owners Policy of Title Insurance 1992 Form, for each parcel of Assumed Owned Real Property and each material Assumed Facility identified by the Buyer (the "TITLE COMMITMENTS"), issued by the corporate office of Chicago Title Insurance Company located in Chicago, Illinois (the "TITLE INSURER"), in such amount as the Buyer determines to be the fair market value (including all improvements thereon), insuring the Buyer's or the applicable Asset Buyer's interest, as applicable, in such parcel as of the Closing, subject only to the Permitted Liens. The Debtors shall deliver at the time of delivery of the Title Commitments, copies of all documents of record referred to therein. The Debtors will provide the Buyer with title insurance policies ("TITLE POLICIES") on or before the applicable closing date, from the Title Insurer based upon the Title Commitments. The Debtors will deliver to the Title Insurer all affidavits, GAP undertakings and other title clearance documents necessary to issue the Title Policies and endorsements thereto. Each such Title Policy will be dated as of the Closing Date and (i) insure fee simple title to the Assumed Owned Real Property or legal, valid, binding and enforceable leasehold interest in each Assumed Facility (as the case may be) and all recorded easements benefiting such parcels, subject only to Permitted Liens, with gap coverage from the Debtors through the date of recording (ii) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in such policies, (iii) contain an ALTA Zoning Endorsement 3.1, with parking (or equivalent), (iv) contain an endorsement insuring that the parcel described in such Title Policy is the parcel shown on the survey delivered with respect to such parcel and a survey accuracy endorsement, (v) contain an endorsement insuring that each street adjacent to such parcel is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from such parcel, (vi) if the real estate covered by such policy consists of more than one record parcel, contain a "contiguity" endorsement insuring that all of the record parcels are contiguous to one another, (vii) contain a tax number endorsement and (viii) contain such other endorsements as the Buyer and the Buyer's lender may reasonably request; 4.3.10 the Debtors have procured, at their own cost and expense, in preparation for the Closing, and shall have performed delivered to the Buyer no later than ten (10) days prior to the Closing Date, current surveys of each of the Assumed Owned Real Property and each material Assumed Facility ("SURVEYS"), prepared by a licensed surveyor, satisfactory to the Buyer, and conforming to 1999 ALTA/ACSM Minimum Detail Requirements for Urban Land Title Surveys, including Table A Items Nos. 1, 2, 3, 4, 6, 7(a), (b)(1) and (c), 8, 9, 10, 11(b)(2), 13, 14, 15 and 16, and such standards as the Title Insurer may require as a condition to the removal of any survey exceptions from the Title Policy, and certified to the Buyer, the Buyer's lenders and the Title Insurer, within twenty-three days of the applicable closing date, in a form satisfactory to such parties. The Surveys shall not disclose any encroachments from or onto any of THE Assumed Owned Real Property or Assumed Facility or any portion thereof or any other such survey defect which has not been cured or insured over to the Buyer's reasonable satisfaction prior to the Closing Date; 4.3.11 subject to Section 2.6 hereof, the Debtors shall have obtained and delivered to the Buyer all material Third Party consents that are required in order to prevent a breach of or default under, a termination or modification of, or acceleration of the terms of, any Assumed Contract, in each case on terms satisfactory to the Buyer; 4.3.12 in the event that the DBI Plan is not confirmed simultaneously with the Plan of Reorganization, the Bankruptcy Court shall have entered no later than the Confirmation Date the Alternative Transactions Order, in form and substance reasonably acceptable to the Buyer and reasonably acceptable to DBI and the Creditors' Committee; and 4.3.13 at the Closing, the applicable Debtor has tendered to the Buyer or the Asset Buyer(s), as applicable, the following documents, executed in a manner and otherwise in form and substance reasonably satisfactory to the Buyer: 4.3.13.1 a duly executed xxxx or bills of sale and assignment or other appropriate instruments (including, without limitation, appropriate Intellectual Property assignments in recordable form to the extent necessary to assign such Intellectual Property rights), transferring title to and interest in the Acquired Assets to the Asset Buyer(s); 4.3.13.2 a copy of resolutions duly adopted by the board of directors of the Debtors authorizing the execution and delivery of this Agreement and any other agreement executed and delivered by the Debtors in connection herewith and the consummation of the transactions herein and therein contemplated to be consummated by the Debtors, duly certified, as of the Closing Date, by the secretary or any assistant secretary of each Debtor; 4.3.13.3 a certificate, dated as of the Closing Date, of a Responsible Officer of each Debtor to the effect that the Debtors' Representations are true and correct in all material respects all covenants on and obligations required to be performed by Seller on or before as of the Closing Date. (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount , as though made on and as of the Purchase Price Closing Date (without giving effect to any disclosures made by the Debtors after the date hereof) (provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 4.3.14.3 has been satisfied with respect of such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and showing insurable correct in all respects) and that such Debtor has complied in all material respects with its covenants hereunder; 4.3.13.4 a certificate of the Secretary and another officer of each Debtor that contains their certification of the names and signatures of the officers of such Debtor who have been authorized to execute and deliver this Agreement and any other agreement executed and delivered on behalf of such Debtor in connection herewith; 4.3.13.5 physical possession of all of the Acquired Assets capable of passing by delivery with the intent that title in such Acquired Assets shall pass by and upon delivery; 4.3.13.6 an affidavit from each Debtor stating such Debtor's taxpayer identification number and that such Debtor is not a foreign person pursuant to section 1445(b)(2) of the Property vested Code; 4.3.13.7 special warranty or limited warranty deeds (as may be applicable) with respect to each Assumed Owned Real Property, in form and substance reasonably satisfactory to Buyer, subject only to the following: Permitted Liens; 4.3.13.8 certificates of title and title transfer documents to all titled motor vehicles; 4.3.13.9 an assignment and assumption agreement with respect to Permits and warranties in form and substance reasonably acceptable to the Buyer, whereby the Debtors shall assign to the Buyer all of their respective rights in and to any Permits and warranties relating to the Acquired Assets or the Acquired Product Lines, to the extent such Permits and warranties are assignable; 4.3.13.10 all Books and Records (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection excluding the originals of the Property may discloseminute books, stock books and all Tax Returns of any Debtor); (eand 4.3.13.11 such other instruments as shall be reasonably requested or required by the Buyer to vest in the Asset Buyer(s) title in and to the mortgage/deed of trust/deed to secure debt lien Acquired Assets in accordance with the provisions hereof; 4.3.14 all proceedings in connection with any Buyer financing; (f) any lawsthe transactions contemplated by this Agreement, regulationsand all documents and instruments incident thereto, ordinances (including but not limited to, zoning, building are reasonably satisfactory in form and environmental) as substance to the useBuyer, occupancyand the Buyer has received all such documents and instruments, subdivision or improvement copies thereof, certified if requested, as may be reasonably requested; 4.3.15 all consents, licenses, permits, approvals and authorizations of any Third Party necessary for consummation of the Property adopted transactions contemplated hereby have been obtained or imposed by any governmental bodymade and copies thereof delivered to the Buyer (other than those consents, or licenses, permits, approvals and authorizations which have been provided for in the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinanceConfirmation Order); (g) rights of existing tenants and/or occupants and 4.3.16 the process and proceedings relating to the Reorganization Cases from the date of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value filing of the Property or Plan of Reorganization to the use thereof; (i) non-monetary encumbrances disclosed date of the confirmation of the Plan of Reorganization are reasonably satisfactory to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to the Buyer.

Buyer’s Conditions. Buyer’s obligations 's obligation to Close are conditioned upon purchase the Hauling Assets and to take the other actions required to be taken by Buyer at Closing is subject to the satisfaction of each of the following (“Buyer’s Conditions”):conditions prior to or at Closing: (ia) All there was no inaccuracy in or breach of any of the Selling Parties' representations and warranties of Seller in this Agreement shall be true, correct and complete in all material respects Article 4 as of the date of this Agreement, and there would be no inaccuracy in or breach of any of the Selling Parties' representations and warranties if they were made again at and as of Closing; (b) the Selling Parties have executed and delivered all of their respective Closing Date Documents and Seller shall all of the Other Closing Agreements to which they are parties, have delivered all of the other documents that they are required to deliver prior to or at Closing, and have performed all of their other obligations under this Agreement that they are required to perform prior to or at Closing; (c) each of the other parties to the Other Closing Agreements (other than Buyer) has executed and delivered each Other Closing Agreement to which it is a party; (d) Buyer has obtained the consent of the landlord or owner, or is reasonably confident that it will obtain the consent of the landlord or owner, to New Mexico Med's assignment to Buyer of New Mexico Med's Facility Leases for the transfer stations in all material respects all covenants Farmington, New Mexico, and obligations Roswell, New Mexico; (e) each Permit or other Consent listed on Schedule 4.5 of the Disclosure Schedule or otherwise required to be performed obtained by Seller on or before Sellers for consummation of the Closing Date.Contemplated Transaction has been obtained and is in full force; (iif) Title Insurance Company each Permit or other Consent listed on Schedule 5.5 has been obtained and is irrevocably committed to issue to Buyer an owner’s title insurance policy covering in full force; (g) since the Property with standard coverage customary in the state where the Property is located showing liability in the amount date of the Purchase Price and showing insurable title to the Property vested in Buyerthis Agreement, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien no Suit has been initiated or Threatened that challenges or seeks damages or other relief in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision Contemplated Transaction or improvement of the Property adopted or imposed by any governmental body, or that could have the effect of any non-compliance preventing, delaying, making illegal or otherwise interfering with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any)Contemplated Transaction; (h) covenants, restrictions, easements and other matters that do not materially impair the value Buyer's consummation of the Property Contemplated Transaction will not violate any Law enacted, adopted or formally proposed or introduced since the use thereof; (i) non-monetary encumbrances disclosed date of this Agreement, or any Order entered or issued since the date of this Agreement, to which Buyer is or will become subject. Buyer may waive any condition specified in writing this Section 8.1 by a written waiver at any time prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance or at no additional cost to BuyerClosing.

Buyer’s Conditions. Buyer’s The obligations of the Buyer to Close are conditioned upon consummate the Closing shall be subject to the satisfaction at or prior to Closing of all of the following (“conditions, any one or more of which may be waived, in whole or in part, by the Buyer’s Conditions”):: (ia) All The Seller shall have complied in all material respects with each of its covenants and agreements herein to be performed at or prior to the Closing Date and each of the representations and warranties of the Seller contained in this Agreement and the Schedules shall be true, true and correct and complete in all material respects as if made at and as of Closing except to the extent of changes that have occurred prior to Closing that are consistent with the provisions of Section 2.3(a); (b) The Seller shall have delivered to the Buyer a duly authorized and signed officer's certificate, dated as of the Closing Date Date, certifying that (i) the representations and warranties of the Seller shall have performed contained in this Agreement and the Schedules are true and correct as of the Closing Date, and (ii) the Seller has complied in all material respects all with each of its covenants and obligations required agreements herein to be performed by Seller on at or before prior to the Closing Date.; (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens As to the Branch, there shall have been given, obtained or satisfied in final form any notice, approval, permit or other requirement of supplemental taxeslaw or any competent governmental or regulatory authority that is necessary to proceed with the Closing, if including without limitation such approvals as may be required of any assessed; California or federal bank or other financial institution regulatory agency and any other entity or entities having jurisdiction over the Branch, the Buyer or the Seller, and no such agency or entity shall, in connection therewith, have imposed any condition or requirement that would result in a material adverse effect on the business or prospects of the Branch or the Buyer, or on the consummation of the transactions contemplated hereby; (d) There shall not be in effect any facts an accurate survey and/or a personal inspection nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would be violated by consummation of the Property may disclosetransactions contemplated hereby, nor any material pending or threatened action, proceeding or investigation, the adverse determination of which would result in such order, decree or judgment; provided, that in the case of such material pending or threatened action, proceeding or investigation, neither party shall decline to proceed with the Closing pending final resolution thereof without exercising its reasonable efforts promptly to determine jointly with the other party the merit thereof and the likelihood of an adverse determination in such proceeding; and (e) Davix Xxxxxxxxx, Xxustee for the mortgage/deed of trust/deed FPFI Creditors Trust ("Trustee") shall have delivered an undertaking related to secure debt lien in connection with any Section 9.2 as negotiated between Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to BuyerTrustee.

Buyer’s Conditions. Buyer’s All of the obligations of Buyer hereunder to Close be performed at the Closing are conditioned upon subject to the satisfaction of every one of the following (“conditions precedent unless, waived in writing by Buyer’s Conditions”):; (i) All 4.3.1 the representations and warranties of Seller in this Agreement shall be true, herein are true and correct and complete in all material respects as of the Closing Date Date, 4.3.2 Seller is in compliance with all covenants, agreements and undertakings of Seller herein; 4.3.3 no Material Adverse Change has occurred; 4.3.4 all consents, approvals or other authorizations of third parties, including any Governmental Authorities, required for the consummation of the transactions contemplated hereunder have been received by Buyer and/or ACI (including the approval of St. Louis County if and to the extent required by Buyer); 4.3.5 No proceeding, investigation or inquiry is pending or threatened by or before any arbitrator or Governmental Authority to enjoin, restrain or prohibit, or to obtain material damages in respect of, or which is related to or arises out of, this Agreement or the consummation of the transactions contemplated hereby, or which could reasonably be expected to result in a Material Adverse Effect; 4.3.6 Buyer has obtained current judgment, tax and other lien and Uniform Commercial Code financing statement search reports showing no liens against the Leased Site or any of the Assets, other than taxes not yet due and payable; 4.3.7 on or before the Closing, Seller shall have performed tendered to Buyer the following documents, executed in a manner and otherwise in form and substance reasonably satisfactory to Buyer: 4.3.7.1 a copy of resolutions duly adopted by the shareholders and directors of Futuresouth and Southboat authorizing the execution and delivery of this Agreement by Seller and the Transfer Documents and the consummation of the transactions herein and therein contemplated to be consummated by Seller, duly certified, as of the Closing Date, by the respective secretary or any assistant secretary of Futuresouth and Southboat; 4.3.7.2 certificates, dated as of the Closing Date, of Responsible Officers of Futuresouth, Southboat and SLP to the effect that all of the conditions precedent to Seller's obligations in Section 4.2 that have not been waived by Seller have been satisfied, and that the representations and warranties of Seller herein are true and correct in all material respects all covenants as of the Closing Date; 4.3.7.3 a copy of resolutions duly adopted by the shareholders and obligations required directors of the corporate general partner of SLP authorizing the execution and delivery of this Agreement by SLP and the Transfer Documents and the consummation of the transactions herein and therein contemplated to be performed consummated by Seller on Seller, duly certified, as of the Closing Date, by the respective secretary or before any assistant secretary of such corporate general partner. 4.3.7.4 a copy of resolutions duly adopted by the limited partner of SLP authorizing the transactions contemplated herein and in the Transfer Documents to be consummated by Seller, duly certified, as of the Closing Date, by the secretary or any assistant secretary of the corporate general partner. 4.3.7.5 releases and Uniform Commercial Code termination statements, executed by the appropriate secured parties and in a form appropriate for recording and filing that are sufficient to release any and all Encumbrances against the Assets other than Permitted Encumbrances; 4.3.7.6 copies of the respective articles or certificates of incorporation of Futuresouth, Southboat and the corporate general partner of SLP, certified as correct and complete as of a recent date by the Secretary of State or comparable official of thejurisdictions of incorporation of Futuresouth, Southboat and the corporate general partner of SLP together with a certificate containing the attestation of such official as to the good standing of Futuresouth, Southboat or the corporate general partner of SLP as the case may be, in such jurisdiction, and a copy of the respective bylaws of Futuresouth, Southboat and the corporate general partner of SLP, certified as correct and complete as of the Closing Date by the respective secretaries or assistant secretaries of Futuresouth, Southboat and the corporate general partner of SLP; 4.3.7.7 a copy of the Amended and Restated Agreement of Limited Partnership of SLP, certified as correct and complete as of a recent date by the corporate general partner of SLP, together with a certificate of the Missouri Secretary of State attesting to the good standing of SLP and a copy of the certificate of limited partnership, certified as correct and complete as of a recent date by the Missouri Secretary of State. 4.3.7.8 a legal opinion of Seller's legal counsel directed to the Buyer in form and substance as set out in Exhibit K. 4.3.7.9 an estoppel certificate from Landlord, in form and substance satisfactory to Buyer, certifying that (i) the Lease is in full force and effect, (ii) there exists no default(s) under the Lease, (iii) to the Landlord's knowledge, there exists no event or circumstance that with notice and/or the passage of time will cause a default to occur under the Lease, and (iv) all representations and warranties of Landlord set forth in Section 8 of the Lease shall be deemed to have been remade without qualification or exception by Landlord to Buyer as of the Closing Date. (ii) Title Insurance Company is irrevocably committed to issue 4.3.7.10 a certificate from each shareholder of Futuresouth in form and substance as set out in Exhibit L, delivered to Buyer prior to the execution and delivery of this Agreement by Buyer and to be reaffirmed as of the Closing Date; and any disclosures set forth on any disclosure schedules to such certificates shall be acceptable to Buyer in its sole discretion; provided that Buyer shall act in good faith with respect thereto. 4.3.8 The completion to Buyer's satisfaction of background investigations of all the Seller's entities and their respective management, personnel and owners pursuant to ACI's Gaming Compliance Program, as required by the Nevada Gaming Control Board. 4.3.9 The satisfactory completion, in Buyer's sole discretion, of its due diligence investigation concerning the Leased Site and Project, including environmental matters, title matters, survey, utilities, traffic, highway, soil structure, zoning, access, the "offsite work conditions" as provided in the Lease, and the feasibility of developing and operating the Project on the Leased Site. 4.3.10 The consent of Landlord and any requisite Governmental Authority to the assignment and assumption of the Lease. 4.3.11 Approval by Landlord, the Missouri Gaming Commission, the U.S. Army Corps of Engineers, the U.S. Coast Guard, local land use planning and zoning authorities and all Governmental Authorities having jurisdiction over the Project, in such a manner as to not materially decrease the size and scope of the Project, except as otherwise acceptable to Buyer in its sole discretion. 4.3.12 Buyer must be reasonably satisfied that the ingress and egress to the Leased Site shall be improved (and at a cost, if any, to Buyer, acceptable to Buyer in its sole discretion) in a manner sufficient to handle the projected traffic flow to and from the Leased Site. Buyer must be reasonably satisfied that improvements shall be permitted on the Leased Site and surrounding properties to enhance the visibility and prominence of the Leased Site, including the development of an owner’s off-site lighted monument sign and directional signage in the surrounding area. Buyer shall be satisfied in its sole discretion, that the hardscape and landscape along the major access roads leading to the Leased Site shall be satisfactorily improved. 4.3.13 No additional Excursion Gambling Boat or other casino shall be licensed or approved for development in Missouri that is within a radius of fifteen (15) miles of the Leased Site and that is south of Interstate 64 (the "Prime Territory"). 4.3.14 Receipt by Buyer, in form and substance acceptable to Buyer, of a commitment for an ALTA leasehold title insurance policy covering the Property with standard coverage customary from a title insurer selected by Buyer, insuring Buyer's leasehold interest in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in BuyerLeased Site, subject only to the following: Permitted Encumbrances. 4.3.15 On or before the Closing, Seller shall have tendered to Landlord the duly executed Assignment Release (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of as defined in the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if anyLease); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.

Buyer’s Conditions. Buyer’s obligations 's obligation to Close are conditioned upon close the purchase of the Real Property is subject to the satisfactory performance, occurrence or written waiver by Buyer, in Buyer's sole discretion, of each of the following (“Buyer’s Conditions”):conditions: (ii. Sellers shall have delivered to Buyer all of the documents, properly executed, as required by PARAGRAPH 13(A) All hereof; ii. No adverse change in the status of the title to the Real Property as set forth in the Title Commitment shall have occurred prior to the Closing Date; iii. No default by Sellers shall exist under this Purchase Contract, this Purchase Contract shall not have terminated and Sellers shall be ready, willing and able to close under the terms hereof; iv. The representations and warranties of Seller Sellers contained in this Agreement Purchase Contract shall be true, complete and correct and complete in all material respects as of the Closing Date Date, without the necessity of any material amendment or modification, with the same force and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before effect as if made as of the Closing Date.; (iiv. The Inspection Period and Evaluation Review Period shall have expired; vi. Sellers' obligations pursuant to PARAGRAPH 7(D) Title Insurance Company is irrevocably committed to issue to shall have been met; vii. Buyer's confirmation, by a Phase I environmental inspection performed at Buyer's expense, and by a Phase II inspection if Buyer an owner’s title insurance policy covering deems such inspection necessary, that the Property with standard coverage customary in the state where the Property is located showing liability in the amount properties are free of environmentally hazardous or toxic substances that would materially adversely affect Buyer's use and possession of the Purchase Price and showing insurable title to respective properties for the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens operation of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental bodyautomobile dealership, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Real Property; viii. Buyer's confirmation that as of the Closing Date there will be no contracts, leases or liabilities which will affect Buyer's ownership of the Real Property or right to use and possession thereof; ix. Buyer's confirmation that both the Century Property and the Fairway Property are properly zoned for use thereofas an automobile dealership; x. Buyer's confirmation that both the Century Property and the Fairway Property are free and clear of mortgages, security agreements or other encumbrances; (i) non-monetary encumbrances disclosed other than any Permitted Exception shown on Exhibit B; xi. Receipt by Buyer of all required waivers or approvals to Buyer Buyer's acquisition of the Real Property and approval by BMW of North America for Buyer's operation of a franchised BMW dealership on each of the Century Property and the Fairway Property; xii. All required consents and approvals of the shareholders and directors of Century and all required consents and approvals of the members of Fairway shall have been obtained and provided to Buyer; xiii. All conditions to Buyer's obligations at closing under the Asset Purchase Contract shall have been fully satisfied, unless waived in writing prior by Buyer; and xiv. The closing of the Century Property by Buyer and the closing of the Fairway Property by Buyer are each a condition to entering into the other closing. If any of the foregoing conditions have not been satisfied or waived within the times and in the manner required by this Agreement; Purchase Contract, Buyer may terminate this Purchase Contract and (j) seek any other matter for which Title Insurance Company agrees to provide insurance remedies available at no additional cost to Buyerlaw or equity, including without limitation, specific performance.

Buyer’s Conditions. Buyer’s The obligations of the Buyer to Close are conditioned upon consummate the Closing shall be subject to the satisfaction at or prior to Closing of all of the following (“conditions, any one or more of which may be waived, in whole or in part, by the Buyer’s Conditions”):: (ia) All The Seller shall have complied in all material respects with each of its covenants and agreements herein to be performed at or prior to the Closing Date and each of the representations and warranties of the Seller contained in this Agreement and the Schedules shall be true, true and correct and complete in all material respects as if made at and as of Closing except to the extent of changes that have occurred prior to Closing that are consistent with the provisions of Section 2.3(a); (b) The Seller shall have delivered to the Buyer a duly authorized and signed officer’s certificate, dated as of the Closing Date Date, certifying that (i) the representations and warranties of the Seller shall have performed contained in this Agreement and the Schedules are true and correct as of the Closing Date, and (ii) the Seller has complied in all material respects all with each of its covenants and obligations required agreements herein to be performed by Seller on at or before prior to the Closing Date.; (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens As to the Branches, there shall have been given, obtained or satisfied in final form any notice, approval, permit or other requirement of supplemental taxeslaw or any competent governmental or regulatory authority that is necessary to proceed with the Closing, if including without limitation such approvals as may be required of any assessed; California or federal bank or other financial institution regulatory agency and any other entity or entities having jurisdiction over the Branches, the Buyer or the Seller, and no such agency or entity shall, in connection therewith, have imposed any condition or requirement that would result in a material adverse effect on the business or prospects of the Branches or the Buyer on the consummation of the transactions contemplated hereby or would be materially burdensome; (d) There shall not be in effect any facts an accurate survey and/or a personal inspection nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would be violated by consummation of the Property may disclosetransactions contemplated hereby, nor any material pending or threatened action, proceeding or investigation, the adverse determination of which would result in such order, decree or judgment; (e) provided, that in the mortgage/deed case of trust/deed such material pending or threatened action, proceeding or investigation, neither party shall decline to secure debt lien proceed with the Closing pending final resolution thereof without exercising its reasonable efforts promptly to determine jointly with the other party the merit thereof and the likelihood of an adverse determination in connection with any Buyer financingsuch proceeding; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.and

Buyer’s Conditions. Buyer’s obligations to Close close are conditioned upon the following (“Buyer’s Conditions”): (i) All representations and warranties of Seller in this Agreement shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date. (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); ; (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or of the use thereof; (i) non-non- monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.

Buyer’s Conditions. Buyer's obligations under this Agreement are expressly made subject to the following conditions precedent so that for the benefit of Buyer, the Close of Escrow and Buyer’s obligations obligation to Close are conditioned consummate the purchase of Property shall be contingent upon and subject to written notice to Escrow Holder by Buyer of the occurrence of all of the following (“Buyeror Xxxxx’s Conditions”):written waiver thereof, it being agreed that Buyer can waive any or all such contingencies) on or before the Close of Escrow: (ia) All Xxxxx's obtaining a satisfactory commitment issued by Title Company to issue the Title Policy in favor of Buyer with liability equal to the estimated fair market value of the Property showing Xxxxx’s fee interest in the Property subject only to the Permitted Title Exceptions, and being otherwise in accordance with the provisions of Paragraph 5 of this Agreement, and expressly insuring against the claims of any persons in possession of all or any part of the Property and the claims of any mechanics or materialmen. (b) Buyer's verifying that no easements, covenants, conditions, deed restrictions, subdivision restrictions or regulations of any lawful governmental authority having jurisdiction over the Property exist which will adversely affect or impair Buyer's intended use and development of the Property. (c) Xxxxx's verifying that there are no mechanics' and/or materialmen's liens, or lis pendens actions affecting the Property, and that all taxes, sewer, water, and utility bills have been paid through the Closing Date; Buyer shall be responsible for payment of utility fees for the Property after Closing. (x) Xxxxx's performing such due diligence of the Property as it deems appropriate to determine whether to consummate this transaction. (e) That as of the Close of Escrow the representations and warranties of Seller contained in this Agreement are all true and correct. (f) Seller’s delivery of all documents required to be delivered by Seller pursuant to Section 6 hereof and Xxxxx’s verifying that such documents have been properly executed by persons authorized to do so. (g) The Property shall be truecapable of transfer under the Subdivision Map Act. If all the foregoing conditions precedent have not been either met to Xxxxx's sole satisfaction or expressly waived in writing by Xxxxx, correct then this Agreement shall, at the option of Buyer, become null and complete void, in all material respects which event neither party shall have any further rights, duties and obligations hereunder. Xxxxx agrees to use reasonable diligence to satisfy the foregoing conditions within the Due Diligence Period, or, as appropriate, by Closing. At any time during the Due Diligence Period, however, should Buyer determine that it is not reasonable to satisfy the foregoing conditions, Buyer need not continue its efforts to satisfy the foregoing conditions and upon notice thereof to Seller, Buyer may terminate this Agreement in Buyer’s sole and absolute discretion for any reasons, or for no reason whatsoever, by giving written notice to the Seller on any day prior to and including the final day of the Due Diligence Period, in which event this Agreement shall become null and void and neither party shall have any further rights, duties and obligations hereunder. Nothwithstanding anything to the contrary in this Agreement, in the event that any of Seller’s closing conditions have not been satisfied as of the scheduled Closing Date, and in lieu of terminating the Agreement, Buyer shall have the right to extend the Closing Date and Seller shall have performed in all material respects all covenants and obligations required for a period of time not to exceed sixty (60) days so that Seller’s Closing Conditions may be performed by Seller on or before the Closing Datesatisfied. (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.

Buyer’s Conditions. Buyer’s The obligations of the Buyer to Close are conditioned upon consummate the Closing shall be subject to the satisfaction at or prior to Closing of all of the following (“conditions, any one or more of which may be waived, in whole or in part, by the Buyer’s Conditions”):: (ia) All The Seller shall have complied in all material respects with each of its covenants and agreements herein to be performed at or prior to the Closing Date and each of the representations and warranties of the Seller contained in this Agreement and the Schedules shall be true, true and correct and complete in all material respects as if made at and as of Closing except to the extent of changes that have occurred prior to Closing that are consistent with the provisions of Section 2.3(a); (b) The Seller shall have delivered to the Buyer a duly authorized and signed officer's certificate, dated as of the Closing Date Date, certifying that (i) the representations and warranties of the Seller shall have performed contained in this Agreement and the Schedules are true and correct as of the Closing Date, and (ii) the Seller has complied in all material respects all with each of its covenants and obligations required agreements herein to be performed by Seller on at or before prior to the Closing Date.; (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens As to each of supplemental taxesthe Branches, if there shall have been given, obtained or satisfied in final form any assessednotice, approval, permit or other requirement of law or any competent governmental or regulatory authority that is necessary to proceed with the Closing, including without limitation such approvals as may be required of any California or federal bank or other financial institution regulatory agency and any other entity or entities having jurisdiction over the Branches, the Buyer or the Seller, and no such agency or entity shall, in connection therewith, have imposed any condition or requirement that would result in a material adverse effect on the business or prospects of the Branches or the Buyer, or on the consummation of the transactions contemplated hereby; and (d) There shall not be in effect any facts an accurate survey and/or a personal inspection nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would be violated by consummation of the Property may disclosetransactions contemplated hereby, nor any material pending or threatened action, proceeding or investigation, the adverse determination of which would result in such order, decree or judgment; (e) provided, that in the mortgage/deed case of trust/deed such material pending or threatened action, proceeding or investigation, neither party shall decline to secure debt lien proceed with the Closing pending final resolution thereof without exercising its reasonable efforts promptly to determine jointly with the other party the merit thereof and the likelihood of an adverse determination in connection with such proceeding. Notwithstanding any other provision of this Agreement, in the event that, at the Closing, there shall be a failure of any condition specified in this Section 7.2 or elsewhere in this Agreement, including without limitation any failure of condition specified in Section 2.2(d), 2.2(e), 4.3, 4.4, 4.9 or 4.10 to the obligations of the Buyer financing; (f) in respect of the acquisition of any lawsspecific Branch or Branches, regulationsthe Buyer nevertheless shall be obligated to consummate the transactions contemplated by this Agreement upon the Closing Date, ordinances (including but not limited toand the Seller may, zoningupon written notice to the Buyer, building exclude from the Closing the Branch or Branches in respect of which the failure of condition shall exist, in which case, appropriate adjustment shall be made in the consideration payable pursuant to Article 3, the Schedules hereto, the Financial Statements and environmental) the other documents to be delivered pursuant hereto so as to duly reflect the use, occupancy, subdivision deletion of such Branch or improvement of Branches from the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to BuyerClosing.

Buyer’s Conditions. Buyer’s obligations obligation to Close are conditioned upon proceed to Closing under this Agreement is subject to the following (“Buyer’s Conditions”):conditions precedent: (i) All This Agreement shall not have terminated or been deemed terminated pursuant to any provision hereof. (ii) Seller shall have made all deliveries as required by Section 10.4 below. (iii) Seller shall have complied with and performed all covenants, agreements and conditions on its part to be performed under this Agreement and in all documents and agreements executed pursuant hereto within the time herein provided for such performance. (iv) The representations, warranties and agreements of Seller contained herein (including, without limitation, all representations and warranties of Seller contained in this Agreement Section 7.1) and in all documents and agreements executed pursuant hereto are and shall be true, true and correct as of the date hereof and complete in all material respects as of the Closing Date and Seller shall have performed in all respects (in the case of any representation or warranty qualified by materiality or material adverse effect) or in all material respects all covenants (in the case of any representation or warranty not qualified by materiality or material adverse effect). (v) From and after the Contract Date hereof to the Closing Date, there shall have been no material adverse change in or to the Seller or the Property or the business conducted thereon. (vi) No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the transactions under this Agreement or which would affect the right of Buyer to own, operate and control the Property. (vii) Prior to Closing, Buyer shall have received from the Title Company an acceptable pro-forma of the Title Policy, obligating the issuance of the Title Policy in accordance therewith showing (effective upon Closing) title in Buyer subject only to the Permitted Exceptions. (viii) Buyer shall have assumed or taken subject to the Existing Mortgage Loan effective as of the Closing Date, and Seller and its related parties (including but not limited to any borrower, guarantor, indemnitor and Agent and any employee or principal of Agent) shall have no remaining liability or obligation with respect thereto, other than liabilities and obligations required that by the terms of the documents, instruments and agreements evidencing and securing the Existing Mortgage Loan survive such assumption or taking subject to the Existing Mortgage Loan. (ix) The Escrow Agent shall have duly executed and delivered the Escrow Agreement. Seller shall deliver to the Escrow Agent the Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be performed held for the purposes of securing the indemnification obligations set forth in Section 11.6; (x) Closing under each other Contribution Agreement shall have occurred (or shall occur simultaneously with the Closing under this Agreement). If any of the foregoing conditions are not satisfied or waived by Seller Buyer on or before the Closing Date. (ii) Title Insurance Company is irrevocably committed , then Buyer may terminate this Agreement on written notice to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount Seller, receive refund of the Purchase Price Xxxxxxx Money, and, in such event, this Agreement shall cease and showing insurable title to the Property vested in Buyerterminate, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if neither party shall have any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) further obligation hereunder except as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for covenants which Title Insurance Company agrees to provide insurance at no additional cost to Buyerexpressly survive termination.

Buyer’s Conditions. Buyer’s All of the obligations of Buyer hereunder are subject to Close are conditioned upon the satisfaction, on or prior to the Closing Date, of the following (“conditions precedent unless, and only to the extent, waived in writing by Buyer’s Conditions”):: (ia) All the representations and warranties of Seller in this Agreement herein shall be true, true and correct and complete in all material respects as of the Closing Date as though made at such time (except for any representation and warranty made only as of a specified date), excluding, however, changes contemplated by this Agreement and changes which occur as a result of the operation of the Business in the ordinary course subsequent to the date hereof and on or prior to the Closing; (b) the covenants, agreements and undertakings of Seller shall have performed in all material respects all covenants and obligations required by this Agreement to be performed by Seller on or before prior to the Closing Date.Date shall have been duly complied with in all material respects; (c) no Material Adverse Change has occurred since the date of this Agreement; (d) all material consents of third parties set forth on Section 4.6 of the Disclosure Schedule required for the consummation of the transactions contemplated hereunder shall have been received; (e) no proceeding, investigation or inquiry shall be pending or threatened by or before any arbitrator or Governmental Authority to enjoin, restrain or prohibit, or which question the legality of, this Agreement or the consummation of the transactions contemplated hereby, and no Applicable Law which would prevent or make illegal the consummation of the transactions contemplated hereby shall have been promulgated, enacted, entered or enforced by any Governmental Authority; (f) compliance with the provision of the Puerto Rico Bulk Sales Act, as provided in Section 6.7 of the Agreement; (g) at the Closing, Seller has tendered to Buyer the following, executed in a manner and otherwise in form and substance reasonably satisfactory to Buyer: (i) a bill of sale and certificate of title, where applicable, xxxxsferring the tangible Personal Property owned by Seller to Buyer; (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed Noncompetition Agreement duly executed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any)Seller; (hiii) covenantsthe Lease Agreement; (iv) instruments of assignment, restrictions, easements to evidence the Seller's assignment to Buyer of its rights under the leases of Personal Property and other matters that do not materially impair Contracts included in the value Assets; (v) a copy of resolutions duly adopted by the board of directors of Seller authorizing the execution and delivery of this Agreement and the consummation of the Property transactions herein contemplated to be consummated by Seller, duly certified, as of the Closing Date, by the secretary or any assistant secretary to Seller; (vi) a certificate, dated as of the use thereofClosing Date, of a Responsible Officer of Seller to the effect that all of the conditions precedent to Buyer's obligations in Section 3.3 that have not been waived by Buyer have been satisfied, and that the representations and warranties of Seller herein are true and correct in all material respects; (i) non-monetary encumbrances disclosed except for changes contemplated by this Agreement and changes which occur as a result of the operation of the Business in the ordinary course subsequent to Buyer in writing the date hereof and on or prior to entering into the Closing; and (vii) a certificate of the secretary or an assistant secretary of Seller that contains certifying the names and signatures of the officers of Seller who have been authorized to execute and deliver this Agreement; Agreement and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.agreement executed and delivered on behalf of Seller in connection herewith;

Buyer’s Conditions. Buyer’s obligations obligation to Close are conditioned upon proceed to Closing and consummate the purchase and sale contemplated by this Agreement shall be subject to the satisfaction or waiver by Buyer of the following (“Buyer’s Conditions”):conditions: (ia) Buyer shall have obtained a binding and irrevocable commitment, from one or more lenders (the “Lenders”) to provide financing the portion of the Purchase Price described in Section 2.1 which commitment shall not include or impose any terms or conditions which are unacceptable to Buyer; (b) All representations and warranties of Seller set forth in this Agreement shall be true, true and correct and complete in all material respects as of the Closing Effective Date and on the Closing Date; (c) Seller shall have duly performed in all material respects all covenants covenants, acts and obligations required agreements to be performed or complied with by Seller it hereunder on or before prior to the Closing Date.; (iid) The Title Insurance Company is shall have irrevocably committed to Buyer in writing to issue to Buyer an ALTA extended owner’s policy of title insurance policy covering the Property with standard coverage customary insurance, in the state where the Property is located showing liability in the amount of the Purchase Price form and showing insurable content acceptable to Buyer, insuring Buyer’s fee simple title to the Property vested in Buyeran amount equal to the Purchase Price, and subject only to those title exceptions accepted or waived by Buyer pursuant to this Agreement and payment, at Closing, of the following: premium for such policy; (ae) Title Insurance CompanyThere shall be no pending or threatened action, suit, arbitration, mediation, claim, attachment, proceeding, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceeding against Seller that would materially and adversely affect Seller’s standard exceptionsability to perform its obligations under this Agreement; and (bf) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection There shall have been no material adverse change in the condition of the Property may disclose; (e) the mortgage/deed of trust/deed subsequent to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement close of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to BuyerInspection Period.

Buyer’s Conditions. Buyer’s obligations The completion of the Transaction by Buyer shall be subject to Close are conditioned upon the satisfaction of the following (“Buyer’s Conditions”): (i) All representations and warranties of Seller in this Agreement shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller conditions precedent on or before the earlier of the respective dates specified below and the Closing Date. (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptionsBuyer shall assign the necessary resources to have expeditiously completed and be satisfied with the results of its due diligence in connection with the Acquired Business promptly after execution of this Letter of Intent; (b) liens for all current general Without limiting the generality of (a), Buyer shall have completed such environmental studies and special real property taxes investigations as Buyer deems necessary, and assessments these studies and investigations will have shown that the environmental conditions affecting any of the Assets of the Acquired Business shall be acceptable to Buyer, at Xxxxx's sole discretion. Buyer shall obtain prior written approval from Sellers as to the scope and timing of any environmental testing. If Sellers do not yet due and payable; approve any proposed environmental testing, then Buyer may decline to close the Transaction. (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed EDC shall have entered into agreements satisfactory to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; follows: (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; *** [Redacted text.] (ii) *** [Redacted text.] (iii) *** [Redacted text.] ;and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer*** INDICATES INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST.

Buyer’s Conditions. Buyer’s obligations to Close are conditioned upon the following (“Buyer’s Conditions”): (i) All representations and warranties of Seller in this Agreement shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date.. SAMPLE (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s policy of title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); ; (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.