Common use of Conditions for Purchaser Clause in Contracts

Conditions for Purchaser. The obligations of the Purchaser to complete the Transaction shall be subject to fulfillment of each of the following conditions on or before the dates set out below: (a) by the Purchaser’s Condition Date, delivery by the Purchaser to the Vendor of the Waiver Notice pursuant to Section 2.4(b); (b) by the Closing date, the Purchaser obtaining Competition Act Approval; (c) by the Closing Date, the Purchaser or its Designee shall be registered as a Gaming Lessor in accordance with the Gaming Laws in British Columbia; (d) by the Closing Date, each of the Freehold Mortgagees, security agreements and related documents shall, if requested by GPEB or BCLC, be approved in accordance with the Gaming Laws of British Columbia; (e) on the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed in all material respects; (f) on the Closing Date, all of the representations and warranties of the Vendor set out in Section 6.1 shall be true and accurate in all material respects, subject to the restriction set forth in Section 6.3 of this Agreement on the right of the Purchaser to terminate this Agreement where the breach of such representations and warranties does not result in a Material Value Reduction; (g) on or prior to the Closing Date, the Purchaser shall receive one or more title policies in the aggregate amount of the Purchase Price, in the forms approved by the Purchaser by the Purchaser’s Condition Date (the “Title Policies”); (h) on or prior to the Closing Date, all parties thereto shall have executed and delivered a BCLC Agreement for each of the Cascades Strata Property, the Grand Villa Property and the Starlight Property; (i) the Subject Assets shall be in the same or better condition as they are on the Execution Date, subject to ordinary wear and tear and, subject to Section 7.2 hereof, damage and expropriation, including without limitation the Subject Assets’ compliance with Applicable Laws; (j) on or prior to the Closing Date, Vendor shall have entered into an operating services agreement (or multi-casino operating services agreement) with the BCLC for each of the Cascades Strata Property, the Grand Villa Property and the Starlight Property, which agreements shall have an initial term expiring no earlier than the expiration date of the applicable Master Lease; (k) on or prior to the Closing Date, each of the franchisor under the franchise agreement for the hotel located at the Cascades Strata Property and the property manager for the hotel located at the Grand Villa Property shall, where such consent is required, have consented to the Transaction and shall have entered into a “comfort letter” or similar agreement, in form and substance reasonably acceptable to the Purchaser, pursuant to which such franchisor or property manager, as applicable, acknowledges and agrees that upon a termination of the applicable Master Lease, the Purchaser or its designee may succeed to the interest of the Vendor under the franchise agreement or hotel management agreement, as applicable (each, a “Comfort Letter”). The Purchaser and the Vendor shall use good faith and diligent efforts to cause the forms of each Comfort Letter to be negotiated and approved by the Purchaser, the Vendor and the franchisor or hotel property manager, as applicable, prior to the Purchaser’s Condition Date; and (l) by that day which is ten (10) days after the Execution Date, the Vendor and the Purchaser shall have settled, each acting in good faith and using reasonable commercial efforts, the terms of the Landlord Lender Agreement, the Subordination/Non-Disturbance Agreement, the form of Sublease Acknowledgment, as each such term is defined in the Master Lease, and with respect to the Cascades Master Lease only, the provision of Article 16 regarding the Cascades Lands Strata Lots, and to replace the forms attached thereto (or included therein) as of the Execution Date. The conditions set forth in this Section 4.2 are for the benefit of the Purchaser and may be waived in whole or in part by the Purchaser (subject to Section 4.3(a)) by Notice to the Vendor by the date and time set forth above for the satisfaction of each such condition.

Conditions for Purchaser. The obligations of the Purchaser to complete the Transaction shall be subject to fulfillment fulfilment of each of the following conditions on or before the dates set out belowClosing Date or such earlier date or time as may be herein specified: (a) by the Purchaser’s Condition Date, delivery by the Purchaser to the Vendor of the Waiver Notice pursuant to Section 2.4(b); (b) by the Closing date, the Purchaser obtaining Competition Act Approval; (c) by the Closing Date, the Purchaser or its Designee shall be registered as a Gaming Lessor in accordance with the Gaming Laws in British Columbia; (d) by the Closing Date, each of the Freehold Mortgagees, security agreements and related documents shall, if requested by GPEB or BCLC, be approved in accordance with the Gaming Laws of British Columbia; (e) on the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed in all material respects; (fb) on Closing, the Closing DateVendors shall (subject to the Vendors’ right to deliver, pursuant to Subsection 5.2(f), discharge statements and undertakings in respect of Encumbrances to be Discharged, rather than discharge such Encumbrances to be Discharged on Closing) transfer all of the Vendors’ right, title and interest in and to the Subject Assets to the Purchaser free and clear of all Encumbrances, other than Permitted Encumbrances; (c) Royal Bank of Canada shall not, within the time prescribed in its Lease in respect of the Property, have elected to purchase the Property pursuant to the right of first refusal contained therein; (d) on Closing, the representations and warranties of the Vendor set out in Section 6.1 6.1, as supplemented or amended by information Disclosed to the Purchaser no later than 5:00 p.m. on the last Business Day prior to the Due Diligence Date, shall be true and accurate correct in all material respects, subject to the restriction set forth in Section 6.3 of this Agreement on the right of the Purchaser to terminate this Agreement where the breach of such representations and warranties does not result in a Material Value Reduction; (ge) on by the Closing Date no action or prior proceeding, at law or in equity, shall have been commenced by any Person to enjoin, restrict or prohibit the Closing which has not, by the Closing Date, the Purchaser shall receive one been dismissed, quashed or more title policies in the aggregate amount permanently stayed without any further right of the Purchase Price, in the forms approved by the Purchaser by the Purchaser’s Condition Date (the “Title Policies”);appeal or right to seek leave to appeal; and (hf) on or before 5:00 p.m. on the second Business Day prior to the Closing Due Diligence Date, all parties thereto shall have executed and delivered a BCLC Agreement for each of the Cascades Strata Property, the Grand Villa Property and the Starlight Property; (i) the Subject Assets shall be in the same or better condition as they are on the Execution Date, subject to ordinary wear and tear and, subject to Section 7.2 hereof, damage and expropriation, including without limitation the Subject Assets’ compliance with Applicable Laws; (j) on or prior to the Closing Date, Vendor shall have entered into an operating services agreement (or multi-casino operating services agreement) delivered to the Purchaser in accordance with the BCLC for each of the Cascades Strata PropertySection 2.3, the Grand Villa Property Tenant Estoppels, substantially in the form attached hereto on Schedule J and the Starlight Property, which agreements shall have an initial term expiring no earlier than the expiration date of the applicable Master Lease; (k) on or prior to the Closing Date, each of the franchisor under the franchise agreement for the hotel located at the Cascades Strata Property and the property manager for the hotel located at the Grand Villa Property shall, where such consent is required, have consented to the Transaction and shall have entered into otherwise in a “comfort letter” or similar agreement, in form and substance reasonably acceptable containing content satisfactory to the Purchaser, pursuant to which such franchisor or property manager, as applicable, acknowledges and agrees that upon a termination of the applicable Master Lease, the Purchaser or its designee may succeed to the interest of the Vendor under the franchise agreement or hotel management agreement, as applicable (each, a “Comfort Letter”). The Purchaser and the Vendor shall use good faith and diligent efforts to cause the forms of each Comfort Letter to be negotiated and approved by the Purchaser, the Vendor and the franchisor or hotel property manager, as applicable, prior to the Purchaser’s Condition Date; and (l) by that day which is ten (10) days after the Execution Date, the Vendor and the Purchaser shall have settled, each acting in good faith and using reasonable commercial efforts, the terms of the Landlord Lender Agreement, the Subordination/Non-Disturbance Agreement, the form of Sublease Acknowledgment, as each such term is defined in the Master Lease, and with respect to the Cascades Master Lease only, the provision of Article 16 regarding the Cascades Lands Strata Lots, and to replace the forms attached thereto (or included therein) as of the Execution Datereasonably. The conditions set forth in this Section 4.2 are for the benefit of the Purchaser Purchaser, and may be waived in whole or in part by the Purchaser (subject to Section 4.3(a)) by Notice notice to the Vendor by the date and time set forth above Vendor. For greater certainty, it is agreed that for the satisfaction purposes of each Subsection 4.2(d), representations and warranties of the Vendor shall be deemed to be true and accurate in all material respects unless the effect of the falsity or inaccuracy of such conditionrepresentations and warranties is that there is a material adverse effect upon the value of the Subject Assets, taken as a whole.

Conditions for Purchaser. The obligations of the Purchaser to complete the Transaction shall will be subject to fulfillment the satisfaction of, or compliance with, at or prior to the time of Closing, each of the following conditions on (each of which is acknowledged to be for the exclusive benefit of the Purchaser): 3.2.1 the Final Order will have been obtained; 3.2.2 the representations or before the dates warranties of Vendor set out below:in Section 5.1 will be true and accurate in all material respects and there will have been no material changes to the representations or warranties of the Vendor; 3.2.3 the parties will have obtained an Advance Ruling Certificate under Section 102 of the Competition Act (a) Canada); 3.2.4 the Vendor will have obtained and delivered to the Purchaser any material third party consents and waivers necessary to convey, transfer and assign the Brookfield Place Assets to the Purchaser; 3.2.5 no court of competent jurisdiction will have issued any order to enjoin, restrict or prevent the completion of the sale of the Brookfield Place Assets to the Purchaser; 3.2.6 the Purchaser will have received any approvals required of the trustee and/or bondholders under the Assumed Debt to the sale of the Brookfield Place Assets to the Purchaser, and the assumption of the Assumed Debt by the Purchaser’s Condition Date, delivery ; 3.2.7 the Brookfield III Rights Agreement will be executed and delivered by the Purchaser parties thereto and all other Closing Documents to be executed and/or obtained by the Vendor will have been provided to the Vendor Purchaser; 3.2.8 the Vendor’s solicitors will have delivered in favour of the Waiver Notice pursuant Purchaser a title opinion with respect to Section 2.4(b);the Property in form and content acceptable to the Purchaser, acting reasonably; and (b) by the Closing date, the Purchaser obtaining Competition Act Approval; (c) by the Closing Date, the Purchaser or its Designee shall be registered as a Gaming Lessor in accordance with the Gaming Laws in British Columbia; (d) by the Closing Date, each of the Freehold Mortgagees, security agreements and related documents shall, if requested by GPEB or BCLC, be approved in accordance with the Gaming Laws of British Columbia; (e) on the Closing Date, 3.2.9 all of the terms, covenants other terms and conditions of this Agreement to be complied with or performed by the Vendor shall will have been complied with or performed in all material respects; (f) on the Closing Date, all of the representations and warranties of the Vendor set out in Section 6.1 shall be true and accurate in all material respects, subject to the restriction set forth in Section 6.3 of this Agreement on the right of the Purchaser to terminate this Agreement where the breach of such representations and warranties does not result in a Material Value Reduction; (g) on or prior to the Closing Date, the Purchaser shall receive one or more title policies in the aggregate amount of the Purchase Price, in the forms approved by the Purchaser by the Purchaser’s Condition Date (the “Title Policies”); (h) on or prior to the Closing Date, all parties thereto shall have executed and delivered a BCLC Agreement for each of the Cascades Strata Property, the Grand Villa Property and the Starlight Property; (i) the Subject Assets shall be in the same or better condition as they are on the Execution Date, subject to ordinary wear and tear and, subject to Section 7.2 hereof, damage and expropriation, including without limitation the Subject Assets’ compliance with Applicable Laws; (j) on or prior to the Closing Date, Vendor shall have entered into an operating services agreement (or multi-casino operating services agreement) with the BCLC for each of the Cascades Strata Property, the Grand Villa Property and the Starlight Property, which agreements shall have an initial term expiring no earlier than the expiration date of the applicable Master Lease; (k) on or prior to the Closing Date, each of the franchisor under the franchise agreement for the hotel located at the Cascades Strata Property and the property manager for the hotel located at the Grand Villa Property shall, where such consent is required, have consented to the Transaction and shall have entered into a “comfort letter” or similar agreement, in form and substance reasonably acceptable to the Purchaser, pursuant to which such franchisor or property manager, as applicable, acknowledges and agrees that upon a termination of the applicable Master Lease, the Purchaser or its designee may succeed to the interest of the Vendor under the franchise agreement or hotel management agreement, as applicable (each, a “Comfort Letter”). The Purchaser and the Vendor shall use good faith and diligent efforts to cause the forms of each Comfort Letter to be negotiated and approved by the Purchaser, the Vendor and the franchisor or hotel property manager, as applicable, prior to the Purchaser’s Condition Date; and (l) by that day which is ten (10) days after the Execution Date, the Vendor and the Purchaser shall have settled, each acting in good faith and using reasonable commercial efforts, the terms of the Landlord Lender Agreement, the Subordination/Non-Disturbance Agreement, the form of Sublease Acknowledgment, as each such term is defined in the Master Lease, and with respect to the Cascades Master Lease only, the provision of Article 16 regarding the Cascades Lands Strata Lots, and to replace the forms attached thereto (or included therein) as of the Execution Date. The conditions set forth in this Section 4.2 3.2 are for the benefit of the Purchaser Purchaser, and may be waived in whole or in part by the Purchaser (subject to Section 4.3(a)) by Notice notice to the Vendor by on or before the date and time set forth above for applicable dates referred to above. If the satisfaction of each such conditionPurchaser completes the Transaction, all conditions will be deemed to have been satisfied or waived without further action.

Conditions for Purchaser. The obligations obligation of the Purchaser to complete the Transaction shall be subject to fulfillment fulfilment of each of the following conditions on or before the dates set out belowClosing Date or such earlier date or time as may be herein specified: (a) by prior to the Purchaser’s Condition Due Diligence Date, delivery by the Purchaser shall be satisfied in its sole and absolute discretion with its investigation of all aspects of the Hotel Assets, including the Vendor’s title thereto and shall have provided Notice to the Vendor of the Waiver Notice pursuant to Section 2.4(bwaiver or satisfaction of this condition (the “Due Diligence Condition”); (b) by the Closing date, the Purchaser obtaining Competition Act Approval; (c) by the Closing Date, the Purchaser or its Designee shall be registered as a Gaming Lessor in accordance with the Gaming Laws in British Columbia; (d) by the Closing Date, each of the Freehold Mortgagees, security agreements and related documents shall, if requested by GPEB or BCLC, be approved in accordance with the Gaming Laws of British Columbia; (e) on the Closing Date, all of the material terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed in all material respectsrespects (including the delivery of all Closing Documents on the part of the Vendor to be delivered pursuant to this Agreement); (fc) on Closing, the Closing Date, all of the representations Vendor’s Representations and warranties of the Vendor set out in Section 6.1 Warranties shall be true and accurate correct in all material respects, subject to the restriction set forth in Section 6.3 of this Agreement on the right respects as if made as of the Purchaser to terminate this Agreement where the breach of such representations and warranties does not result in a Material Value ReductionClosing; (gd) on or prior to before the Closing Date, the Purchaser shall receive one or more title policies in have obtained, at the aggregate amount Purchaser’s cost, the written approval of the Purchase PriceFranchisor to the sale of the Hotel Assets by the Vendor to the Purchaser, and the execution and delivery by the Purchaser of a new franchise licence agreement with the Franchisor; and (e) no order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction shall have been made, and no action or proceeding shall be pending or threatened which, in the forms approved by the Purchaser by opinion of the Purchaser’s Condition Date (the “Title Policies”); (h) on , is likely to result in an order, decision or prior to the Closing Date, all parties thereto shall have executed and delivered a BCLC Agreement for each of the Cascades Strata Property, the Grand Villa Property and the Starlight Property;ruling: (i) the Subject Assets shall be in the same to disallow, enjoin, prohibit or better condition as they are impose any limitations or conditions on the Execution Date, subject purchase and sale of the Hotel Assets contemplated hereby or the right of the Purchaser to ordinary wear and tear and, subject to Section 7.2 hereof, damage and expropriation, including without limitation own the Subject Hotel Assets’ compliance with Applicable Laws;; or (jii) to impose any limitations or conditions which may have a material adverse effect on or prior to the Closing Date, Vendor shall have entered into an operating services agreement (or multi-casino operating services agreement) with the BCLC for each conditions of the Cascades Strata Property, the Grand Villa Property and the Starlight Property, which agreements shall have an initial term expiring no earlier than the expiration date of the applicable Master Lease; (k) on or prior to the Closing Date, each of the franchisor under the franchise agreement for the hotel located at the Cascades Strata Property and the property manager for the hotel located at the Grand Villa Property shall, where such consent is required, have consented to the Transaction and shall have entered into a “comfort letter” or similar agreement, in form and substance reasonably acceptable to the Purchaser, pursuant to which such franchisor or property manager, as applicable, acknowledges and agrees that upon a termination of the applicable Master Lease, the Purchaser or its designee may succeed to the interest of the Vendor under the franchise agreement or hotel management agreement, as applicable (each, a “Comfort Letter”). The Purchaser and the Vendor shall use good faith and diligent efforts to cause the forms of each Comfort Letter to be negotiated and approved by the Purchaser, the Vendor and the franchisor or hotel property manager, as applicable, prior to the Purchaser’s Condition Date; and (l) by that day which is ten (10) days after the Execution Date, the Vendor and the Purchaser shall have settled, each acting in good faith and using reasonable commercial efforts, the terms of the Landlord Lender Agreement, the Subordination/Non-Disturbance Agreement, the form of Sublease Acknowledgment, as each such term is defined in the Master Lease, and with respect to the Cascades Master Lease only, the provision of Article 16 regarding the Cascades Lands Strata Lots, and to replace the forms attached thereto (or included therein) as of the Execution DateHotel Business. The conditions set forth in this Section 4.2 are for the benefit of the Purchaser and may be waived in whole or in part by the Purchaser (subject to Section 4.3(a)) by Notice notice to the Vendor by the date and time set forth above for the satisfaction of each such conditionVendor.

Conditions for Purchaser. The obligations of the Purchaser to complete the Transaction shall be subject to fulfillment fulfilment of each of the following conditions on or before the dates set out belowClosing Date or such earlier date or time as may be herein specified: (a) by on or before the Purchaser’s Condition Due Diligence Date, delivery by the Purchaser to shall have received the Vendor of the Waiver Notice pursuant to Section 2.4(b)Title Insurance Commitment; (b) by the on or before Closing date, the Purchaser obtaining Competition Act Approvalshall have received the Title Insurance Policy; (c) by the Closing Date, the Purchaser or its Designee shall be registered as a Gaming Lessor in accordance with the Gaming Laws in British Columbia; (d) by the Closing Date, each of the Freehold Mortgagees, security agreements and related documents shall, if requested by GPEB or BCLC, be approved in accordance with the Gaming Laws of British Columbia; (e) on the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed in all material respects; (fd) on Closing, the Closing DateVendors shall (subject to the Vendors’ right to deliver, pursuant to Subsection 5.2(d), discharge statements and undertakings in respect of Encumbrances to be Discharged, rather than discharge such Encumbrances to be Discharged on Closing) transfer all of the Vendors’ right, title and interest in and to the Subject Assets to the Purchaser free and clear of all Encumbrances, other than Permitted Encumbrances; (e) on Closing, the representations and warranties of the Vendor set out in Section 6.1 6.1, as supplemented or amended by information Disclosed to the Purchaser no later than 5:00 p.m. on the last Business Day prior to the Due Diligence Date, shall be true and accurate correct in all material respects, subject to the restriction set forth in Section 6.3 of this Agreement on the right of the Purchaser to terminate this Agreement where the breach of such representations and warranties does not result in a Material Value Reduction;; and (gf) on by the Closing Date: (i) no action or prior proceeding, at law or in equity, shall have been commenced by any Person to enjoin, restrict or prohibit the Closing which has not, by the Closing Date, the Purchaser shall receive one been dismissed, quashed or more title policies in the aggregate amount permanently stayed without any further right of the Purchase Price, in the forms approved by the Purchaser by the Purchaser’s Condition Date appeal or right to seek leave to appeal; and (the “Title Policies”); (h) on or prior to the Closing Date, all parties thereto shall have executed and delivered a BCLC Agreement for each of the Cascades Strata Property, the Grand Villa Property and the Starlight Property; (iii) the Subject Assets shall be in the same or better condition as they are on the Execution Date, subject to ordinary wear and tear and, subject to Section 7.2 hereof, damage and expropriation, including without limitation the Subject Assets’ compliance with Applicable Laws; (j) on or prior to the Closing Date, Vendor shall have entered into obtained an operating services agreement (amendment, variation, modification or multi-casino operating services agreement) with discharge of any order of a Governmental Authority required to permit the BCLC for each removal of documents or other personal property from the Cascades Strata Property, the Grand Villa Property and the Starlight Property, which agreements shall have an initial term expiring no earlier than the expiration date of the applicable Master Lease; (k) on or prior to the Closing Date, each of the franchisor under the franchise agreement for the hotel located at the Cascades Strata Property and the property manager for the hotel located at the Grand Villa Property shall, where such consent is required, have consented to the Transaction and shall have entered into a “comfort letter” or similar agreement, in form and substance reasonably acceptable to the Purchaser, pursuant to which such franchisor or property manager, as applicable, acknowledges and agrees that upon a termination of the applicable Master Lease, the Purchaser or its designee may succeed to the interest of the Vendor under the franchise agreement or hotel management agreement, as applicable (each, a “Comfort Letter”). The Purchaser and the Vendor shall use good faith and diligent efforts to cause the forms of each Comfort Letter to be negotiated and approved by the Purchaser, the Vendor and the franchisor or hotel property manager, as applicable, prior to the Purchaser’s Condition Date; and (l) by that day which is ten (10) days after the Execution Date, the Vendor and the Purchaser shall have settled, each acting in good faith and using reasonable commercial efforts, the terms of the Landlord Lender Agreement, the Subordination/Non-Disturbance Agreement, the form of Sublease Acknowledgment, as each such term is defined in the Master Lease, and with respect to the Cascades Master Lease only, the provision of Article 16 regarding the Cascades Lands Strata Lots, and to replace the forms attached thereto (or included therein) as of the Execution Date. The conditions set forth in this Section 4.2 are for the benefit of the Purchaser Purchaser, and may be waived in whole or in part by the Purchaser (subject to Section 4.3(a)) by Notice notice to the Vendor by the date and time set forth above Vendor. For greater certainty, it is agreed that for the satisfaction purposes of each Subsection 4.2(e), representations and warranties of the Vendor shall be deemed to be true and accurate in all material respects unless the effect of the falsity or inaccuracy of such conditionrepresentations and warranties is that there is a material adverse effect upon the value of the Subject Assets, taken as a whole.

Conditions for Purchaser. The obligations of the Purchaser to complete the Transaction shall be subject to fulfillment fulfilment of each of the following conditions on or before the dates set out belowClosing Date or such earlier date or time as may be herein specified: (a) by the Purchaser’s Condition Date, delivery by the Purchaser to the Vendor of the Waiver Notice pursuant to Section 2.4(b); (b) by the Closing date, the Purchaser obtaining Competition Act Approval; (c) by the Closing Date, the Purchaser or its Designee shall be registered as a Gaming Lessor in accordance with the Gaming Laws in British Columbia; (d) by the Closing Date, each of the Freehold Mortgagees, security agreements and related documents shall, if requested by GPEB or BCLC, be approved in accordance with the Gaming Laws of British Columbia; (e) on the Closing Date, all of the material terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed in all material respects; (fb) on Closing, the Closing DateVendors shall (subject to the Vendors' right to deliver, pursuant to Subsection 5.2(d), discharge statements and undertakings in respect of Encumbrances to be Discharged, rather than discharge such Encumbrances to be Discharged on Closing) transfer all of the Vendors' right, title and interest in and to the Subject Assets to the Purchaser free and clear of all Encumbrances, other than Permitted Encumbrances; and (c) on Closing, the representations and warranties of the Vendor set out in Section 6.1 6.1, as supplemented or amended by information Disclosed to the Purchaser on the fifth Business Day prior to the Due Diligence Date, shall be true and accurate correct in all material respects, subject to the restriction set forth in Section 6.3 of this Agreement on the right of the Purchaser to terminate this Agreement where the breach of respects (except as such representations and warranties does not result in may be affected by the occurrence of events or transactions expressly contemplated and permitted hereby and provided that, for greater certainty, if a Material Value Reduction; (g) on or prior to representation and warranty is expressly made as of a specific date other than the Closing Date, the Purchaser it shall receive one or more title policies in the aggregate amount of the Purchase Price, in the forms approved by the Purchaser by the Purchaser’s Condition Date (the “Title Policies”); (h) on or prior to the Closing Date, all parties thereto shall have executed and delivered a BCLC Agreement for each of the Cascades Strata Property, the Grand Villa Property and the Starlight Property; (i) the Subject Assets shall not be in the same or better condition as they are on the Execution Date, subject to ordinary wear and tear and, subject to Section 7.2 hereof, damage and expropriation, including without limitation the Subject Assets’ compliance with Applicable Laws; (j) on or prior to the Closing Date, Vendor shall have entered into an operating services agreement (or multi-casino operating services agreement) with the BCLC for each of the Cascades Strata Property, the Grand Villa Property and the Starlight Property, which agreements shall have an initial term expiring no earlier than the expiration date of the applicable Master Lease; (k) on or prior to the Closing Date, each of the franchisor under the franchise agreement for the hotel located at the Cascades Strata Property and the property manager for the hotel located at the Grand Villa Property shall, where such consent is required, have consented to the Transaction and shall have entered into a “comfort letter” or similar agreement, in form and substance reasonably acceptable to the Purchaser, pursuant to which such franchisor or property manager, as applicable, acknowledges and agrees that upon a termination of the applicable Master Lease, the Purchaser or its designee may succeed to the interest of the Vendor under the franchise agreement or hotel management agreement, as applicable (each, a “Comfort Letter”). The Purchaser and the Vendor shall use good faith and diligent efforts to cause the forms of each Comfort Letter required to be negotiated correct and approved by the Purchaser, the Vendor and the franchisor true as at Closing or hotel property manager, as applicable, prior to the Purchaser’s Condition Date; and (l) by that day which is ten (10) days after the Execution Date, the Vendor and the Purchaser shall have settled, each acting in good faith and using reasonable commercial efforts, the terms of the Landlord Lender Agreement, the Subordination/Non-Disturbance Agreement, the form of Sublease Acknowledgment, as each at any time other than such term is defined in the Master Lease, and with respect to the Cascades Master Lease only, the provision of Article 16 regarding the Cascades Lands Strata Lots, and to replace the forms attached thereto (or included therein) as of the Execution Datespecific date). The conditions set forth in this Section 4.2 are for the benefit of the Purchaser Purchaser, and may be waived in whole or in part by the Purchaser (subject to Section 4.3(a)) by Notice notice to the Vendor by the date and time set forth above Vendor. For greater certainty, it is agreed that for the satisfaction purposes of each Subsection 4.2(c), representations and warranties of the Vendor shall be deemed to be true and accurate in all material respects unless the effect of the falsity or inaccuracy of such conditionrepresentations and warranties is that there is a material adverse effect upon the value of the Subject Assets, taken as a whole.

Conditions for Purchaser. The obligations obligation of the Purchaser to complete the Transaction agreement of purchase and sale constituted on the execution and delivery of this Agreement shall be subject to fulfillment of each of the following conditions on or before the dates set out belowconditions: (a) by the Purchaser’s Condition Due Diligence Date, delivery by the Purchaser to shall have examined the Vendor title to, zoning of and any work orders in respect of, the Property and be satisfied with the provisions of the Waiver Notice Permitted Encumbrances and that no other Encumbrances exist, save and except for the Permitted Encumbrances and in addition the Purchaser shall have examined and be satisfied with all Deliveries, including, without limitation, the Lease, with the condition of the Buildings and the Lands, and the economic performance of the Property, and with any information, surveys or reports arising from the Purchaser's searches and examinations conducted pursuant to Section 2.4(b)2.11 hereof; (b) by the Closing dateDue Diligence Date, the Purchaser obtaining Competition Act Approvaland Vendor shall have settled the form, and all terms and conditions, of the Lease upon terms acceptable to the Purchaser in its sole and absolute discretion; (c) by the Closing Date, the Purchaser or its Designee shall be registered as a Gaming Lessor in accordance with the Gaming Laws in British Columbia; (d) by the Closing Date, each of the Freehold Mortgagees, security agreements and related documents shall, if requested by GPEB or BCLC, be approved in accordance with the Gaming Laws of British Columbia; (e) on the Closing DateClosing, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed in all material respects; (fd) by Closing, the Vendor shall have at its cost discharged and removed all Encumbrances save for the Permitted Encumbrances and subject to Section 4.4; (e) on Closing, the Closing Date, all of the Vendor's representations and warranties of the Vendor contained set out in Section 6.1 Sections 2.6 hereof shall be true and accurate correct in all material respects, subject to ; (f) by Closing the restriction set forth Vendor shall have executed and delivered the Lease and the Estoppel Certificate in accordance with Section 6.3 of this Agreement on the right of the Purchaser to terminate this Agreement where the breach of such representations and warranties does not result in a Material Value Reduction;hereof; and (g) on or prior to the Closing DateClosing, the Purchaser shall receive one or more title policies in the aggregate amount of the Purchase Price, in the forms approved by the Purchaser by the Purchaser’s Condition Date (the “Title Policies”); (h) on or prior to the Closing Date, all parties thereto no material adverse change shall have executed and delivered a BCLC Agreement for each of the Cascades Strata Property, the Grand Villa Property and the Starlight Property; (i) the Subject Assets shall be in the same or better condition as they are on the Execution Date, subject to ordinary wear and tear and, subject to Section 7.2 hereof, damage and expropriation, including without limitation the Subject Assets’ compliance with Applicable Laws; (j) on or prior to the Closing Date, Vendor shall have entered into an operating services agreement (or multi-casino operating services agreement) with the BCLC for each of the Cascades Strata Property, the Grand Villa Property and the Starlight Property, which agreements shall have an initial term expiring no earlier than the expiration date of the applicable Master Lease; (k) on or prior to the Closing Date, each of the franchisor under the franchise agreement for the hotel located at the Cascades Strata Property and the property manager for the hotel located at the Grand Villa Property shall, where such consent is required, have consented to the Transaction and shall have entered into a “comfort letter” or similar agreement, in form and substance reasonably acceptable to the Purchaser, pursuant to which such franchisor or property manager, as applicable, acknowledges and agrees that upon a termination of the applicable Master Lease, the Purchaser or its designee may succeed to the interest of the Vendor under the franchise agreement or hotel management agreement, as applicable (each, a “Comfort Letter”). The Purchaser and the Vendor shall use good faith and diligent efforts to cause the forms of each Comfort Letter to be negotiated and approved by the Purchaser, the Vendor and the franchisor or hotel property manager, as applicable, prior to the Purchaser’s Condition Date; and (l) by that day which is ten (10) days after the Execution Date, the Vendor and the Purchaser shall have settled, each acting in good faith and using reasonable commercial efforts, the terms of the Landlord Lender Agreement, the Subordination/Non-Disturbance Agreement, the form of Sublease Acknowledgment, as each such term is defined in the Master Lease, and occurred with respect to the Cascades Master Lease onlyenvironmental condition of the Property after the Due Diligence Date and no physical damage shall have occurred to the Industrial Building, the provision cost of Article 16 regarding the Cascades Lands Strata Lotswhich would exceed $150,000 to repair, and to replace the forms attached thereto (or included therein) as of the Execution Date. The conditions set forth which eventuality shall be dealt with in this accordance with Section 4.2 are for the benefit of the Purchaser and may be waived in whole or in part by the Purchaser (subject to Section 4.3(a)) by Notice to the Vendor by the date and time set forth above for the satisfaction of each such condition6.