Common use of Conditions of Buyer's Obligations Clause in Contracts

Conditions of Buyer's Obligations. The obligation of Buyers to consummate the Transactions contemplated by this Agreement and to take the other actions required to be taken by Buyers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions, unless waived in writing by Buyer Parent: (a) the representations and warranties set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] shall be true and correct as of the date of this Agreement and at and as of the Closing as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and at and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications); (b) Seller Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; and (d) Seller Parent shall have delivered, or caused the applicable Seller to have delivered, to Buyer Parent: (i) each of the documents required to be delivered to Buyer Parent pursuant to clauses (iii) and (iv) of Section 3.2(a)(i); and (ii) a certificate dated as of the Closing Date, signed by a duly authorized officer of Seller Parent, certifying that the conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respects (e) Buyer Parent (or one or more of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (which shall be subject to a termination date for such financing commitment that is no sooner than the Outside Date), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000.

Conditions of Buyer's Obligations. (a) The obligation obligations of Buyers to consummate the Transactions contemplated by Buyer under this Agreement and to take the other actions required to be taken by Buyers at the Closing is are subject to the satisfaction, satisfaction at or prior to the Closing, time of Closing of each of the following conditions, unless conditions (any one of which may be waived in whole or in part in writing by Buyer Parent:at or prior to Closing): (ai) all of the representations and warranties by Seller set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] this Agreement shall be true and correct correct; (ii) no representation or warranty by Seller contained in this Agreement shall contain any untrue statement or shall omit a material fact necessary to make the statement of fact therein recited not misleading; (iii) Seller shall have performed all covenants, agreements and conditions required by this Agreement to be performed by Seller prior to or as of the Closing Date; (iv) there shall have been no material adverse change in the financial condition of Seller or Tenant during the period from the date of this Agreement and at and as of to the Closing as if made on Date; and (v) Buyer shall have received the Closing Date (except that representations executed Tenant Estoppel Certificate and warranties that by their terms speak specifically as of SNDA from the date of this Agreement or some other date shall be true and correct as of such date) and (ii) Tenant under the remainder of Article IV above shall be true and correct as of the date of this Agreement and at and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications);Tenant Lease. (b) Seller Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to In the Closing; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; and (d) Seller Parent shall have delivered, or caused the applicable Seller to have delivered, to Buyer Parent: (i) each event any of the documents required to be delivered to Buyer Parent pursuant to clauses (iiiconditions set forth in Section 13(a) and (iv) of Section 3.2(a)(i); and (ii) a certificate dated are not satisfied as of the Closing Date, signed by a duly authorized officer of Seller ParentBuyer shall have the right (in addition to all other rights and remedies available to Buyer under this Agreement, certifying that the conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respects (e) Buyer Parent (at law or one or more of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (which shall be subject to a termination date for such financing commitment that is no sooner than the Outside Dateequity), providing for debt commitments in at Buyer's sole option (by written notice to Seller) to (i) terminate Buyer's obligations under this Agreement, or (ii) complete Closing notwithstanding the unsatisfied condition, or (iii) if such condition is not fulfilled by reason of Seller's intentional act or omission and can be remedied by the payment of an aggregate principal amount equal to at least $33,750,000,000ascertainable sum, Buyer may complete Closing and deduct such sum from the Purchase Price.

Conditions of Buyer's Obligations. The obligation obligations of Buyers to consummate the Transactions contemplated by this Agreement and to take the other actions required to be taken by Buyers at the Closing is ----------------------------------- Buyer hereunder are subject to the satisfaction, at satisfaction on or prior to the Closing, of each Closing Date of the following conditions, unless waived in writing by Buyer Parent: (a) Other than as may be specifically contemplated by this Agreement, the representations and warranties set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] section 2 hereof shall be true and correct as of the date of this Agreement and at and as of the Closing as if made on the Closing Date (except that representations as though made on and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date (except to the extent such representation specifies an earlier date), and the Sellers shall have performed all agreements contained herein required to be performed by them on or prior to such date. Buyer shall have received a certificate to this effect signed by the Sellers, which certificate shall also state the amount of Debt and amount of cash of the Company at the Closing Date. (b) Since the date hereof, there shall have been no change that would have a Material Adverse Effect, and Buyer shall have received a certificate to this effect signed by the chief executive officer of the Company. (c) Between the date hereof and the Closing Date, without Buyer's prior written consent: (i) the business of the Company shall have been conducted in all material respects in the manner in which it has heretofore been conducted, and (ii) the remainder of Article IV above Company shall be true and correct as not have incurred any material obligation or liability or entered into any material transaction, in each case other than in the ordinary course of the date of this Agreement and at and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (Company's business consistent with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications); (b) Seller Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; andpast practice. -8- (d) Seller Parent Micxxxx X. Xxxxx xxd Melxxxx X. Xxxx xxall have entered into Employment Agreements with Buyer substantially in the form of schedule 4(d) attached hereto. (e) Buyer and the Sellers shall have deliveredentered into an Escrow Agreement substantially in the form of schedule 4(e) attached hereto (the "Escrow Agreement"). (f) Each Seller shall have delivered an executed spousal consent to the execution and performance of this Agreement by such Seller, or caused alternatively, a certificate to the applicable Seller effect that no spousal consent is required, in each case in form satisfactory to Buyer. (g) All other necessary consents or approvals of third parties to the transactions contemplated hereby, the absence of which would materially affect Buyer's rights hereunder, shall have deliveredbeen obtained and shown by written evidence reasonably satisfactory to Buyer. (h) The Sellers shall have delivered to Buyer the written resignations of the directors of the Company and the written resignations of such officers of the Company as may be requested by Buyer, in each case including a release and waiver of any claim for salary or other compensation for past services that he or she may have against the Company. (i) Buyer shall have received an opinion of Fulbright & Jawxxxxx X.L.P., counsel for the Company, to Buyer Parentthe effect that: (i) each The Company is a corporation validly existing in good standing under the laws of the documents required State of Texas, with corporate power to be delivered to Buyer Parent pursuant to clauses (iii) own its assets and (iv) of Section 3.2(a)(i); andconduct its business. (ii) The execution and delivery of this Agreement will not result in a breach of or constitute a default under any agreement or instrument known to such counsel to which the Company or any Seller is a party or is bound, or any order, decree or judgment known to such counsel of any court or governmental agency having jurisdiction over the Company or any Seller. (iii) The number of authorized and issued shares of capital stock of the Company is as represented in section 2(a) of this Agreement and said shares have been validly authorized and are validly issued, fully paid and non- assessable. (v) Such counsel is not aware, after inquiry of the Company and the Sellers and in reliance upon a certificate dated as of an officer of the Closing DateCompany, signed by a duly authorized officer of Seller Parentany claim, certifying that action, suit or proceeding pending or threatened against the conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respects (e) Buyer Parent (Company before any court or one or more of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (which shall be subject to a termination date for such financing commitment that is no sooner than the Outside Date), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000governmental agency.

Conditions of Buyer's Obligations. (a) The obligation obligations of Buyers to consummate the Transactions contemplated by Buyer under this Agreement and to take the other actions required to be taken by Buyers at the Closing is are subject to the satisfaction, satisfaction at or prior to the Closing, time of Closing of each of the following conditions, unless conditions (any one of which may be waived in whole or in part in writing by Buyer Parent:at or prior to Closing): (ai) all of the representations and warranties by Seller set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] this Agreement shall be true and correct as of the date of in all material respects; (ii) no representation or warranty by Seller contained in this Agreement shall contain any materially untrue statement or shall omit a material fact necessary to make the statement of fact therein recited not misleading; (iii) Seller shall have performed all covenants, agreements and at conditions required by this Agreement (and by any other Agreement between Seller and Buyer) to be performed by Seller prior to or as of the Closing as if made on Date; (iv) Buyer shall have received the Closing Date executed Tenant Estoppel Certificates and SNDAs from the Tenant under the Tenant Lease; and (except that representations and warranties that by their terms speak specifically as v) Buyer shall have received the executed Mortgagee Estoppel Certificate from the holder of the date Existing Mortgage, Existing Note and the Existing Loan Documents and shall have completed the process of this Agreement or some other date shall be true and correct as of such date) and (ii) assuming the remainder of Article IV above shall be true and correct as obligation of the date of Existing Mortgage with the existing mortgagee to Buyer's satisfaction. If Closing is completed under this Agreement and Agreement, Buyer shall pay, at and as Closing, any assumption fee charged by the holder of the Closing Date as if made on Existing Mortgage for the Closing Date (except that representations and warranties that by their terms speak specifically as issuance of the date of this Agreement Mortgagee Estoppel Certificate and to permit Buyer (or some other date shall be true and correct as of such date), except, in Buyer's permitted assignee) to take title to the case of this clause (ii), for inaccuracies Real Property encumbered by the lien of the representations Existing Mortgage and warranties thatany and all other costs, individually fees, charges and expenses imposed by the holder of the Existing Mortgage with respect to the assumption of the Existing Mortgage by Buyer (or in Buyer's permitted assignee) or for the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications);issuance of the Mortgage Estoppel Certificate. (b) Seller Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to In the Closing; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; and (d) Seller Parent shall have delivered, or caused the applicable Seller to have delivered, to Buyer Parent: (i) each event any of the documents required to be delivered to Buyer Parent pursuant to clauses (iiiconditions set forth in Section 13(a) and (iv) of Section 3.2(a)(i); and (ii) a certificate dated are not satisfied as of the Closing Date, signed by a duly authorized officer of Seller ParentBuyer shall have the right (in addition to all other rights and remedies available to Buyer under this Agreement, certifying that the conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respects (e) Buyer Parent (at law or one or more of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (which shall be subject to a termination date for such financing commitment that is no sooner than the Outside Dateequity), providing for debt commitments in an aggregate principal amount equal at Buyer's sole option to at least $33,750,000,000(i) terminate this Agreement, or (ii) complete Closing notwithstanding the unsatisfied condition.

Conditions of Buyer's Obligations. The Buyer's obligation of Buyers to consummate the Transactions contemplated by this Agreement purchase and to take sale of the other actions required to be taken by Buyers at Property on the Closing is Date shall be subject to the satisfaction, at satisfaction or prior to the Closing, of each performance of the following terms and conditions, unless any one or more of which may be waived in writing by Buyer ParentBuyer, in whole or in part, on or as of the Closing Date: (a) the representations Seller shall have fully and warranties set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events]completely kept, Section 4.18 [Required Vote] observed, performed, satisfied and Section 4.22 [No Undisclosed Liabilities] shall be true complied with all terms, covenants, conditions, agreements, requirements, restrictions and correct as of the date of provisions required by this Agreement and at and to be kept, observed, performed, satisfied or complied with by Seller before, on or as of the Closing as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and at and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications)Date; (b) The representations and warranties of Seller Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued the substantive facts contained in any representations and warranties limited to haveSeller's knowledge and belief) or would reasonably shall be expected to havetrue and correct, Seller Material Adverse Effect; and (d) Seller Parent shall have delivered, or caused the applicable and certified by Seller to have deliveredBuyer as such, to Buyer Parent: (i) each of the documents required to be delivered to Buyer Parent pursuant to clauses (iii) on and (iv) of Section 3.2(a)(i); and (ii) a certificate dated as of the Closing Date, signed by a duly authorized officer in the same manner and with the same effect as though such representations and warranties had been made on and as of Seller Parent, certifying that the conditions Closing Date; (c) Buyer shall not have terminated this Agreement pursuant to an express right so to terminate set forth in Sections 10.3(athis Agreement; (d) Unless otherwise approved in writing by the Buyer, Title to the Property shall be in the condition required by this Agreement, and Section 10.3(b) no matters affecting title to the Property shall have been duly satisfied in all respectsfiled or recorded between the effective date of Buyer's most recent update of the Title Commitment and recordation of the Deed; (e) Due to the fact that this Contract contemplates a delayed Closing of the transaction herein set forth to the extent any portion of the property is leased at the time of the Closing of this transaction Seller shall be required to deliver to the Buyer Parent (an estoppel certificate form attached hereto as Exhibit "E" executed by or one on behalf of the "lessee" or more "tenant" under each of the Existing Leases; Provided, however, that the foregoing condition shall not be deemed to have been satisfied or performed unless all information contained in each such estoppel certificate conforms to all applicable information set forth on the Rent Schedule adjusted from day to day as the leases provide or as may be agreed to by Buyer; and, Seller. It is understood and agreed by and between the parties that should the Grantee/Buyer Parent exercise this Option Agreement and the other Buyersfinancing alternatives delineated in Section 3(c)(ii) has obtained and a Closing takes place prior to the Debt Commitment Letter expiration of terms of any of the leases identified in Exhibit B-I, attached hereto, Seller shall at Closing assign all of its rights and obligations in said lease including, but not limited to, the right to receive all rents becoming due and owing subsequent to said Closing. (which f) Subject to such changes as may be approved in writing by Buyer, on the Closing Date, the Property shall be subject in substantially the same condition as it was on the Due Diligence Date. If any of the foregoing conditions have not been satisfied or performed or waived in writing by Buyer on or as of the Closing Date, Buyer shall have the right, at Buyer's option, either: (i) to terminate this Agreement by giving written notice to Seller on or before the Closing Date, in which event all rights and obligations of Seller and Buyer under this Agreement shall expire, and this Agreement shall become null and void; or (ii) if such failure of condition constitutes a termination date breach of representation or warranty by Seller, constitutes a failure by Seller to perform any of the terms, covenants, conditions, agreements, requirements, restrictions or provisions of this Agreement, or otherwise constitutes a default by Seller under this Agreement, to exercise such rights and remedies as may be provided for herein this Agreement. In either of such financing commitment that is no sooner than events, the Outside Date)Xxxxxxx Money or the Deposit, providing for debt commitments in an aggregate principal amount equal as the case may be, shall be refunded to at least $33,750,000,000Buyer immediately upon request.

Conditions of Buyer's Obligations. The obligation of Buyers to consummate the Transactions contemplated by Buyer under this Agreement and to take purchase the other actions required to be taken by Buyers at the Closing Property from Seller is subject to the satisfaction, satisfaction at or prior to the Closing, Closing of each of the following conditions, unless conditions (any one of which may be waived in writing whole or in part by Buyer Parent:at or prior to Closing): (a) All of the representations representations, covenants and warranties by Seller set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing in all material respects as if made on the Closing Date (except that representations though such representations, covenants and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and were made at and as of the Closing Date as if made Closing, and Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed on the Closing Date (except that representations its part prior to and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications);Closing. (b) Seller Parent Buyer shall have performed a period of time to conduct due diligence investigations commencing from the Effective Date of this Agreement, and running through the date which is thirty (30) days thereafter (the "Due Diligence Period"). Buyer shall have the right to make physical inspections of the Property, site assessments, environmental assessments and any and all other studies, assessments or investigations which Buyer deems necessary, all at Buyer's expense, and to examine at such place or places as is agreeable to the parties any operating files maintained by Seller or its property manager in connection with the leasing, maintenance and/or management of the Property. Buyer agrees that any on-site inspections shall be conducted upon reasonable prior notice to Seller. Buyer agrees to indemnify and hold Seller harmless against any claim for liabilities, damages, actions, costs, expenses including reasonable attorneys' fees and costs and damages or injuries arising out of or resulting from the inspection of the Property made by Buyer or is agents. This indemnity obligation of Buyer shall survive Closing or any termination of this Agreement. If Buyer, in its sole and absolute discretion, determines that it does not desire to acquire the Property, with or without reason, and notifies Seller by 5:00 p.m. on or before the last day of the Due Diligence Period of its election to terminate this Agreement, the Initial Deposit and all material respects all obligations required accrued interest shall be returned to be performed by it under Buyer, this Agreement at thereupon shall become void and there shall be no further obligation or prior liability on either of the parties hereto. In the event, on the last day of the Due Diligence Period, Buyer has not terminated this Agreement by giving timely written notice to Seller as above provided, Buyer shall be obligated to purchase the Closing;Property in accordance with this Agreement. (c) Since the date of this Agreement, no Effects have occurred which, individually or The Seller shall convey to Buyer good and marketable title to Seller's fee simple interest in the aggregateProperty, have had (and have continued subject only to have) or would reasonably be expected to have, Seller Material Adverse Effect; andthe Permitted Exceptions. (d) Seller Parent shall not have delivered, entered into any new leases or caused the applicable Seller to have delivered, to Buyer Parent: (i) each any modifications or renewals of any of the documents required to leases after the Due Diligence Period, the terms of which have not been approved in writing by Buyer, which approval may be delivered to Buyer Parent pursuant to clauses (iii) and (iv) of Section 3.2(a)(i); and (ii) a certificate dated as of the Closing Date, signed by a duly authorized officer of Seller Parent, certifying that the conditions set forth withheld in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respectsBuyer's reasonable discretion. (e) Buyer Parent shall have reviewed and accepted the conditions stated in the estoppel certificates of all tenants in form reasonably satisfactory to Buyer. (f) The parties shall have entered into a Seller leaseback under terms and conditions acceptable to the parties. Unless all the foregoing conditions contained in this Paragraph 6 are satisfied within the time period specified, or one if no time period is specified, prior to or more at Closing, Buyer, at its election, shall on or before the Closing Date, either (i) terminate this Agreement and have the Deposit refunded together with accrued interest or (ii) waive in writing the satisfaction of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (any such conditions, in which event this Agreement shall be subject to a termination date for read as if such financing commitment that is conditions no sooner than the Outside Date), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000longer existed.

Conditions of Buyer's Obligations. (a) The obligation obligations of Buyers to consummate the Transactions contemplated by Buyer under this Agreement and to take the other actions required to be taken by Buyers at the Closing is are subject to the satisfaction, satisfaction at or prior to the Closing, time of Closing of each of the following conditions, unless conditions (any one of which may be waived in whole or in part in writing by Buyer Parent:at or prior to Closing): (ai) all of the representations and warranties by Seller set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] this Agreement shall be true and correct as of the date of in all material respects; (ii) no representation or warranty by Seller contained in this Agreement shall contain any materially untrue statement or shall omit a material fact necessary to make the statement of fact therein recited not misleading; (iii) Seller shall have performed all covenants, agreements and at conditions required by this Agreement (and by any other Agreement between Seller and Buyer) to be performed by Seller prior to or as of the Closing Date; (iv) Buyer shall have received the executed Tenant Estoppel Certificates and SNDA as from the Tenants under the Tenant Leases; (v) Buyer shall have received the executed Ground Lessor's Estoppel Certificate from the Ground Lessor and, if made on Buyer has so elected under Section 1(b), a new ground lease for the Closing Date Land shall have been executed and delivered by both Ground Lessor and Buyer; (except that representations vi) the Ground Lease shall remain in full force and warranties that by their terms speak specifically as effect; and (vii) Buyer shall have entered a lease with ASW Logistics, Inc. for not less than 105,000 square feet within the Improvements in the form of the date of Exhibit J to this Agreement or some other date shall be true and correct as of such date(the "ASW Logistics Lease") and (ii) Ground Lessor shall have unconditionally approved the remainder of Article IV above ASW Logistics Lease. Seller shall be true use diligent efforts to cause ASW Logistics, Inc. to enter into the ASW Logistics Lease and correct as of to obtain the date of this Agreement and at and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications);Ground Lessor's written consent thereto. (b) Seller Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to In the Closing; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; and (d) Seller Parent shall have delivered, or caused the applicable Seller to have delivered, to Buyer Parent: (i) each event any of the documents required to be delivered to Buyer Parent pursuant to clauses (iiiconditions set forth in Section 12(a) and (iv) of Section 3.2(a)(i); and (ii) a certificate dated are not satisfied as of the Closing Date, signed by a duly authorized officer of Seller ParentBuyer shall have the right (in addition to all other rights and remedies available to Buyer under this Agreement, certifying that the conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respects (e) Buyer Parent (at law or one or more of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (which shall be subject to a termination date for such financing commitment that is no sooner than the Outside Dateequity), providing for debt commitments in an aggregate principal amount equal at Buyer's sole option to at least $33,750,000,000(i) terminate this Agreement, or (ii) complete Closing notwithstanding the unsatisfied condition.

Conditions of Buyer's Obligations. The Buyer’s obligation of Buyers to consummate the Transactions contemplated by this Agreement purchase and to take sale of the other actions required to be taken by Buyers at Property on the Closing is Date shall be subject to the satisfaction, at satisfaction or prior to the Closing, of each performance of the following terms and conditions, unless any one or more of which may be waived in writing by Buyer ParentBuyer, in whole or in part, on or as of the Closing Date: (a) Seller shall have fully and completely kept, observed, performed, satisfied and complied with all terms, covenants, conditions, agreements, requirements, restrictions and provisions required by this Agreement to be kept, observed, performed, satisfied or complied with by Seller before, on or as of the Closing Date; (b) The representations and warranties set forth of Seller in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] this Agreement shall be true and correct correct, and certified by Seller to Buyer as of the date of this Agreement and at such, on and as of the Closing Date, in the same manner and with the same effect as if made on the Closing Date (except that though such representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and at had been made on and as of the Closing Date as if made on the Closing Date (except that whether this condition shall be deemed performed or satisfied with respect to any representations and warranties that by their terms speak specifically as limited to Seller’s knowledge and belief of the date truth of this Agreement or some other date the facts, assertions and matters contained therein shall be true and correct as of such date), except, in determined without regard to the case of this clause (ii), for inaccuracies limitation of the representations representation or warranty to Seller’s knowledge and warranties thatbelief; provided, individually however, any failure to perform or in the aggregate, do satisfy such condition shall not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications); (b) Seller Parent shall have performed in all material respects all obligations required deemed to be performed a default by it Seller hereunder unless the failure to perform or satisfy such condition would otherwise constitute a default by Seller under this Agreement at or prior to the ClosingAgreement); (c) Since the date of Buyer shall not have terminated this Agreement pursuant to an express right so to terminate set forth in this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; and (d) Closing shall occur under that certain Agreement, by and among United Community Banks, Inc.; United Community Bank; Xxxxxx Xxxxxx; and Xxxx Xxxxxxx ( the “Purchase Agreement”), and Seller Parent expressly acknowledges that Buyer’s obligations hereunder are conditioned upon the Purchase Agreement, and this Agreement shall have delivered, or caused the applicable Seller to have delivered, to Buyer Parent: (i) each automatically terminate upon a termination of the documents required to be delivered to Purchase Agreement. If any of the foregoing conditions have not been satisfied or performed or waived in writing by Buyer Parent pursuant to clauses (iii) and (iv) of Section 3.2(a)(i); and (ii) a certificate dated on or as of the Closing Date, signed Buyer shall have the right, at Buyer’s option, either: (i) to terminate this Agreement by a duly authorized officer giving written notice to Seller on or before the Closing Date, in which event all rights and obligations of Seller Parentand Buyer under this Agreement shall expire, certifying that and this Agreement shall become null and void; or (ii) if such failure of condition constitutes a breach of representation or warranty by Seller, constitutes a failure by Seller to perform any of the conditions set forth terms, covenants, conditions, agreements, requirements, restrictions or provisions of this Agreement, or otherwise constitutes a default by Seller under this Agreement, to exercise such rights and remedies as may be provided for in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respects (e) Buyer Parent (or one or more paragraph 13 of Buyer Parent and this Agreement. In either of such events, the other Buyers) has obtained the Debt Commitment Letter (which Xxxxxxx Money shall be subject refunded to a termination date for such financing commitment that is no sooner than the Outside Date), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000Buyer immediately upon request.

Conditions of Buyer's Obligations. The obligation of Buyers to consummate the Transactions contemplated by (a) Buyer's obligations under this Agreement and to take the other actions required to be taken by Buyers at the Closing is are subject to the satisfaction, accuracy in all material respects at or prior to the Closing, of each of the following conditions, unless waived in writing by Buyer Parent: (a) the representations and warranties set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] shall be true and correct as of if made at the date of this Agreement and at and as of the Closing as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and at and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies closing of the representations and warranties that, individually or in made by the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties Company in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications);Agreement and fulfillment to the date of closing of its agreements contained in this Agreement and to the following additional conditions: (b) Seller Parent Buyer shall have performed received from Michxxx X. Xxxxxxxx, xxunsel for Stockholders in rendering the opinion, an opinion in form and substance satisfactory to Buyer dated the date of closing to the effect that (i) the Company has been duly incorporated and is validly existing, in good standing, under the laws of its state of incorporation as of such date, has all material respects all obligations required requisite corporate power and authority to own its properties and carry on its business as conducted on the date of the closing; (ii) the Company has an authorized and outstanding capital stock as set forth in subparagraph (b) of Section 2 of this Agreement; (iii) each Stockholder is the registered owner of the respective Shares to be performed sold by it that Stockholder under this Agreement at or prior and when certificates representing the Shares shall have been duly delivered to Buyer by Stockholders, as provided in this Agreement, that delivery will transfer to Buyer good title to the Closing;Shares, and these shares constitute all the outstanding capital stock of the Company; (iv) this Agreement has been duly executed by Stockholders and is valid and validly executed as to Stockholders; the execution and consummation of the Agreement will not violate or result in a breach of, the Articles of Incorporation or Bylaws of the Company, as amended; (v) except as may be set forth in Exhibit 2 to this Agreement counsel for Stockholders does not know (after reasonable investigation) of any litigation, proceeding, or governmental investigation or labor dispute pending or threatened against or relating to the Company or its properties or businesses or the transactions contemplated by this Agreement. Counsel for Stockholders may rely upon the representations of the officers of the Company as matters of fact, and may assume as fact that any minutes, resolutions, or other agreements authorized and executed by the Company are proper, duly authorized and effective against third parties. (c) Since There shall have been no material adverse change since the date of this Agreement, no Effects have occurred which, individually or the Balance Sheet in the aggregatefinancial condition or affairs of the Company and it shall not have suffered any loss (whether or not insured) by reason of physical damage caused by fire, have had (and have continued to have) or would reasonably be expected to haveearthquake, Seller Material Adverse Effect; and (d) Seller Parent shall have deliveredaccident, or caused the applicable Seller to have delivered, to Buyer Parent: (i) each of the documents required to be delivered to Buyer Parent pursuant to clauses (iii) and (iv) of Section 3.2(a)(i); and (ii) a certificate dated as of the Closing Date, signed by a duly authorized officer of Seller Parent, certifying that the conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respects (e) Buyer Parent (or one or more of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (calamity which shall be subject to a termination date for such financing commitment that is no sooner than the Outside Date), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000.substantially affects

Conditions of Buyer's Obligations. The (a) Buyer's obligation of Buyers to consummate the Transactions contemplated by this Agreement purchase and to take sale of the other actions required to be taken by Buyers at Property on the Closing is Date shall be subject to the satisfaction, at satisfaction or prior to the Closing, of each performance of the following terms and conditions, unless any one or more of which may be waived in writing by Buyer ParentBuyer, in whole or in part, on or as of the Closing Date: (ai) Seller shall have fully and completely kept, observed, performed, satisfied and complied in all material respects with all terms, covenants, conditions, agreements, requirements, restrictions and provisions required by this Agreement to be kept, observed, performed, satisfied or complied with by Seller before, on or as of the Closing Date; (ii) The representations and warranties set forth of Seller in this Agreement (iand the substantive facts contained in any representations and warranties limited to Seller's knowledge and belief) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] shall be true and correct as of the date of this Agreement and at and as of the Closing as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and at and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications); (b) Seller Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (on and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; and (d) Seller Parent shall have delivered, or caused the applicable Seller to have delivered, to Buyer Parent: (i) each of the documents required to be delivered to Buyer Parent pursuant to clauses (iii) and (iv) of Section 3.2(a)(i); and (ii) a certificate dated as of the Closing Date, signed by a duly authorized officer in the same manner and with the same effect as though such representations and warranties had been made on and as of Seller Parent, certifying that the conditions Closing Date; (iii) Buyer shall not have terminated this Agreement pursuant to an express right so to terminate set forth in Sections 10.3(athis Agreement; If any of the foregoing conditions have not been satisfied or performed or waived in writing by Buyer on or as of the Closing Date, Buyer shall have the right, at Buyer's option, either: (i) to terminate this Agreement by giving written notice to Seller on or before the Closing Date, in which event all rights and Section 10.3(bobligations of Seller and Buyer under this Agreement shall expire, and this Agreement shall terminate; or (ii) have been duly satisfied if such failure of condition constitutes a breach of representation or warranty by Seller, constitutes a failure by Seller to perform any of the terms, covenants, conditions, agreements, requirements, restrictions or provisions of this Agreement, or otherwise constitutes a default by Seller under this Agreement, to exercise such rights and remedies as may be provided for in all respects (e) Buyer Parent (or one or more paragraph 15 of Buyer Parent this Agreement. In either of such events, the Xxxxxxx Money and the other Buyers) has obtained remaining money held in the Debt Commitment Letter (which Rent Subsidy Escrow Account shall be subject refunded to a termination date for such financing commitment that is no sooner than the Outside Date), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000Buyer immediately upon request free and clear from all claims of Seller.

Conditions of Buyer's Obligations. The obligation of Buyers to consummate the Transactions contemplated by Buyer under this Agreement and to take purchase the other actions required to be taken by Buyers at the Closing Property from Seller is subject to the satisfaction, satisfaction at or prior to the Closing, Settlement of each of the following conditions, unless conditions (any one of which may be waived in writing whole or in part by Buyer Parent:at or prior to Settlement): (a) All of the representations and warranties by Seller set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing Settlement in all material respects as if made on the Closing Date (except that though such representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and were made at and as of the Closing Date as if made Settlement, except for changes therein expressly consented to by Buyer in writing. Seller shall have performed, observed and complied with all material covenants, agreements and conditions required by this Agreement to be performed on the Closing Date (except that representations and warranties that by their terms speak specifically its part prior to or as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications);Settlement. (b) Seller Parent Buyer shall have performed in a period from the Effective Date through the date which is sixty (60) days thereafter (the “Due Diligence Period”) to conduct due diligence investigations and analysis of the Property and all material respects all obligations required information pertaining to the Property. If Buyer determines, for any or no reason, that it does not desire to acquire the Property and notifies Seller by 5:00 p.m. Eastern Standard Time or Eastern Daylight Time (as then currently applicable) on the last day of the Due Diligence Period of its election to terminate this Agreement, the Initial Deposit shall be performed by it under returned to Buyer, this Agreement at thereupon shall become void and there shall be no further obligation or liability on either of the parties hereto, except as otherwise specifically provided herein. Buyer’s failure to deliver notice to Seller of its election to terminate this Agreement prior to 5:00 p.m. EST/EDT on the Closing;last day of the Due Diligence Period shall be deemed a waiver of Buyer’s right to terminate this Agreement pursuant to this Paragraph 6(b). (c) Since Within three (3) days after the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to haveEffective Date, Seller Material Adverse Effect; shall deliver to Buyer the items listed on Exhibit “C” attached hereto (collectively, “Seller’s Materials”). Buyer shall keep Seller’s Materials and all information obtained by Buyer as part of its due diligence review of the Property (“Buyer’s Materials”) confidential and, except as may otherwise be required by law, shall not share any of the foregoing with anyone other than Buyer’s directors, officers, employees, lenders, investors, outside counsel, accounting firm, and other professional consultants (all of whom are collectively referred to as the “Related Parties”) who, in Buyer’s judgment, need to know such information for evaluating a possible purchase of the Property. (d) At Settlement, Seller Parent shall have delivered, or caused the applicable Seller to have delivered, deliver to Buyer Parentduly executed originals of the following: (i) each A special warranty deed to the Property duly executed and acknowledged by Seller and in proper form for recording (the “Deed”); (ii) An assignment and valid xxxx of sale for the documents required Personal Property and Intangible Property, without warranties except as to be delivered title to Buyer Parent pursuant to clauses the Personal Property and Intangible Property; (iii) A Nonforeign Person Certification in the form attached hereto as Exhibit “D”, as required under Section 1445 of the Internal Revenue Code and any non-residency or similar form required under the laws of the State of New Mexico; (iv) To the extent not previously made available to Buyer, originals of Section 3.2(a)(i)the following instruments (or copies if originals are unavailable): (A) plans and specifications, environmental and engineering reports and studies for the Real Property; and (B) all permits and certificates of occupancy relating to the operation of the Real Property; (viii) All keys and combinations to locks at the Property, to the extent in Seller’s possession; (ix) An owner’s title affidavit in customary form reasonably acceptable to Buyer’s title insurer; (x) evidence that all management and leasing agreements have been terminated; and (xi) an unconditional Certificate of Occupancy or other municipal inspection certificate or approval that may be required to be obtained as a condition to the conveyance of the Real Property by Seller to Buyer. If applicable, Buyer shall apply for and pay any fees required for any such certificate prior to the Settlement. Seller will assist Buyer in so procuring any such certificate, but will not be responsible for providing same. Unless all the foregoing conditions contained in this Section are satisfied within the time period specified, or if no time period is specified, prior to or at Settlement, Buyer or Seller may (i) extend the date for Settlement until such conditions are satisfied (not to exceed thirty [30] days), or (ii) a certificate dated as of terminate this Agreement and have the Closing DateDeposit refunded to Buyer, signed by a duly authorized officer of Seller Parentor (iii) complete Settlement, certifying that the conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respects (e) Buyer Parent (or one or more of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (which event this Agreement shall be subject to a termination date for read as if such financing commitment that is conditions no sooner than the Outside Date), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000longer existed.

Conditions of Buyer's Obligations. The obligation obligations of Buyers the Buyer to consummate purchase and pay for the Transactions contemplated Securities are subject to the accuracy of the representations and warranties of the Company contained herein, to the performance by this Agreement the Company of its obligations hereunder, and to take the other actions required to be taken by Buyers following further conditions: (a) The Registration Statement shall remain effective and at the Closing is subject Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the satisfactionreasonable satisfaction of counsel to the Buyer. (b) At the Closing Time, each of you shall have received a signed opinion of Shearman & Sterling LLP, counsel for the Company, dated as of the Closing Time, in substantially the form attached hereto as Exhibit A. (c) At the Closing Time, (i) the Company shall have in all material respects complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing, of each of the following conditions, unless waived in writing by Buyer Parent: Closing Time and (aii) the representations and warranties of the Company set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] herein shall be true and correct as of in all material respects, except to the date of this Agreement and at and as of the Closing as if made on the Closing Date (except that extent such representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date are expressly stated to be limited to another date, in which case such representations and warranties shall be true and correct as of such other date) and (ii) . At the remainder Closing Time, the Buyer shall have received a certificate of Article IV above shall be true and correct as an executive officer of the date of this Agreement and at and Company, dated as of the Closing Date as if made on Time, to such effect. (d) At the Closing Date Time, the transactions (except that representations the "Transaction") contemplated by the Asset Purchase Agreement dated October 22, 2004 by and warranties that by their among the Buyer, ICG Communications, Inc., the Company and Mpower Communications Corp. (the "Asset Purchase Agreement") shall have been consummated in accordance with the terms speak specifically as of such agreement. If any of the date of conditions specified in this Section 5 shall not have been fulfilled when and as required by this Agreement, this Agreement or some other date shall may be true and correct as of such date), except, in terminated by the case of this clause (ii), for inaccuracies of Buyer on notice to the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without Company at any materiality or Seller Material Adverse Effect qualifications); (b) Seller Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement time at or prior to the Closing; (c) Since the date of this AgreementClosing Time, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; and (d) Seller Parent shall have delivered, or caused the applicable Seller to have delivered, to Buyer Parent: (i) each of the documents required to be delivered to Buyer Parent pursuant to clauses (iii) and (iv) of Section 3.2(a)(i); and (ii) a certificate dated as of the Closing Date, signed by a duly authorized officer of Seller Parent, certifying that the conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respects (e) Buyer Parent (or one or more of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (which such termination shall be subject without liability of any party to a termination date any other party, except as provided in Section 4. Notwithstanding any such termination, the provisions of Sections 1 (insofar as Section 7 provides for the survival of such financing commitment that is no sooner than the Outside Daterepresentations or warranties), providing for debt commitments and 7 shall remain in an aggregate principal amount equal to at least $33,750,000,000effect.

Conditions of Buyer's Obligations. The obligation of Buyers to consummate the Transactions contemplated by Buyer ----------------------------------- under this Agreement and to take purchase the other actions required to be taken by Buyers at the Closing Property from Seller is subject to the satisfaction, satisfaction at or prior to the Closing, Settlement of each of the following conditions, unless conditions (any one of which may be waived in writing whole or in part by Buyer Parent:at or prior to Settlement): (a) All of the representations and warranties by Seller set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing Settlement in all respects as if made on the Closing Date (except that though such representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and were made at and as of the Closing Date as if made Settlement, and Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed on the Closing Date (except that representations and warranties that by their terms speak specifically its part prior to or as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications);Settlement. (b) Seller Parent Buyer shall have performed a period from the Effective Date through Settlement (the "Due Diligence Period") to conduct due diligence investigations and analysis of the Property and all information pertaining to the Property. If Buyer, in all material respects all obligations required its sole discretion, determines that it does not desire to be performed by it under acquire the Property, with or without reason, and notifies Seller at or before Settlement of its election to terminate this Agreement, this Agreement at thereupon shall become void and there shall be no further obligation or prior to liability on either of the Closing;parties hereto. (c) Since Buyer shall have obtained financing for its purchase of the date of this Agreement, no Effects have occurred which, individually or Property acceptable to it in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; andits discretion. (d) Seller Parent shall have delivered, or caused the applicable Seller to have delivered, deliver to Buyer Parentwithin 3 business days after execution hereof to the extent not previously delivered: (i) each the latest as-built plans or surveys (the "Survey") of the documents required to be delivered to Buyer Parent pursuant to clauses Property prepared by a registered and licensed surveyor which are in Seller's possession; (ii) copies of the floor plans of all buildings on the Property; (iii) and copies of all service contracts with respect to the Property; (iv) copies of the latest environmental reports with respect to the Property which are in Seller's possession or control, including without limitation those listed on Schedule 3; and (v) copies of the latest title commitment and title policy with respect to the Property which are in Seller's possession or control (e) At Settlement, Seller shall deliver to Buyer duly executed originals of the following: (i) A general warranty deed to the Real Property duly executed and acknowledged by Seller and in proper form for recording (the "Deed"). (ii) A valid xxxx of sale for the Personal Property with general warranties as to title. (iii) The CRE Lease, as defined below. (iv) A Nonforeign Person Certification in the form attached hereto as Exhibit "C", as required under Section 3.2(a)(i1445 of the Internal Revenue Code. (v) An assignment in form and substance mutually satisfactory to Seller and Buyer, duly executed by Seller, assigning to Buyer all of Seller's right, title and interest in and to (A) any and all guaranties and warranties, if any, pertaining to the Property; and (B) any permits, licenses, plans, authorizations and approvals relating to ownership, operation or occupancy of the Property. (vi) Originals of the following instruments, all certified by Seller as true and complete to the best knowledge of Seller: (A) All certificates of occupancy in Seller's possession or control (and any required governmental approvals in connection with the transfer of the Property), licenses, plans, permits, authorizations and approvals required by law and issued by all governmental authorities having jurisdiction over the Property; (B) All building records in Seller's possession or control with respect to the Property; (C) each xxxx of current real estate taxes, sewer charges and assessments, water charges and other utilities, together with proof of payment thereof (to the extent same have been paid); and (D) all assigned guaranties and warranties, if any. (vii) All keys and combinations to locks at the Property (other than to the "Government Room", as shown on Exhibit D attached hereto, for which such keys shall be provided at the conclusion of CRE Lease of such space), all plans, specifications, as-built drawings, surveys, site plans, equipment manuals, technical data and other documentation relating to the building systems, equipment and any other personal property forming part of the Property or any portion thereof in the possession or control of Seller or any property manager(s). (viii) An owner's affidavit as to mechanic's liens and related matters in favor of Buyer and Buyer's title insurer in the reasonable form used by such title insurance company. (ix) Such other documents as reasonably may be required to consummate this transaction in accordance with this Agreement. Unless all the foregoing conditions contained in this Paragraph 6 are satisfied within the time period specified, or if no time period is specified, prior to or at Settlement, Buyer, at its election, may, (i) terminate this Agreement or (ii) a certificate dated waive in writing the satisfaction of any such conditions with such adjustment (if any) in the purchase price as of the Closing Datemay be mutually agreeable, signed by a duly authorized officer of Seller Parent, certifying that the conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respects (e) Buyer Parent (or one or more of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (which event this Agreement shall be subject to a termination date for read as if such financing commitment that is conditions no sooner than the Outside Date), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000longer existed.

Conditions of Buyer's Obligations. The obligation of Buyers Buyer's obligations to consummate the Transactions contemplated by this Agreement purchase and to take sale of the other actions required to be taken by Buyers at Facilities on the Closing is Date shall be subject to the satisfaction, at satisfaction or prior to the Closing, of each performance of the following terms and conditions, unless any one or more of which may be waived in writing by Buyer ParentBuyer, in whole or in part, on or as of the Closing Date: (a) Seller shall have fully and completely kept, observed, performed, satisfied, and complied with all terms, covenants, conditions, agreements, requirements, restrictions, and provisions required by this Agreement to be kept, observed, performed, satisfied, or complied with by Seller before, on, or as of the Closing Date; (b) the representations and warranties set forth of Seller in this Agreement (iand the substantive facts contained in any representations and warranties limited to Seller's knowledge and belief) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] shall be true and correct as of the date of this Agreement and at and as of the Closing as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and at and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications); (b) Seller Parent shall have performed in all material respects all obligations required to be performed respects, and certified by it under this Agreement at or prior to the Closing; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; and (d) Seller Parent shall have delivered, or caused the applicable Seller to have deliveredBuyer as such, to Buyer Parent: (i) each of the documents required to be delivered to Buyer Parent pursuant to clauses (iii) on and (iv) of Section 3.2(a)(i); and (ii) a certificate dated as of the Closing Date, signed in the same manner and with the same effect as though such representations and warranties had been made on and as of the Closing Date; and (c) Buyer shall have obtained the Loan and shall have sufficient unspent proceeds from the Loan to pay the Purchase Price due on the Closing Date. If any of the foregoing conditions have not been satisfied or performed or waived in writing by a duly authorized officer Buyer on or as of the Closing Date, Buyer shall have the right, at Buyer's option, either: (i) to postpone the Closing scheduled for the Closing Date, by giving written notice to Seller Parenton or before the Closing Date, certifying that in which event the Closing shall be postponed until such time as the foregoing conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied or performed or waived in all respects writing by Buyer; or (eii) Buyer Parent (if such failure of condition constitutes a breach of representation or one warranty by Seller, constitutes a failure by Seller to perform any of the terms, covenants, conditions, agreements, requirements, restrictions, or more provisions of Buyer Parent this Agreement, or otherwise constitutes a default by Seller under this Agreement, to exercise such rights and the other Buyers) has obtained the Debt Commitment Letter (which shall remedies as may be subject to a termination date provided for such financing commitment that is no sooner than the Outside Date), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000Section 1.11 of this Agreement.

Conditions of Buyer's Obligations. (a) The obligation obligations of Buyers to consummate the Transactions contemplated by Buyer under this Agreement and to take the other actions required to be taken by Buyers at the Closing is are subject to the satisfaction, satisfaction at or prior to the Closing, time of Closing of each of the following conditions, unless conditions (any one of which may be waived in whole or in part in writing by Buyer Parent:at or prior to Closing): (ai) all of the representations and warranties by Seller set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] this Agreement shall be true and correct correct; (ii) no representation or warranty by Seller contained in this Agreement shall contain any untrue statement or shall omit a material fact necessary to make the statement of fact therein recited not misleading; (iii) Seller shall have performed all covenants, agreements and conditions required by this Agreement to be performed by Seller prior to or as of the Closing Date; (iv) there shall have been no material adverse change in the financial condition of Seller or any of the Tenants during the period from the date of this Agreement to the Closing Date; and (v) Buyer shall have received the executed Tenant Estoppel Certificates and at and as SNDAs from the any of the Closing as if made on Tenants under the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and at and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications);Tenant Leases. (b) Seller Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to In the Closing; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; and (d) Seller Parent shall have delivered, or caused the applicable Seller to have delivered, to Buyer Parent: (i) each event any of the documents required to be delivered to Buyer Parent pursuant to clauses (iiiconditions set forth in Section 13(a) and (iv) of Section 3.2(a)(i); and (ii) a certificate dated are not satisfied as of the Closing Date, signed by a duly authorized officer of Seller ParentBuyer shall have the right (in addition to all other rights and remedies available to Buyer under this Agreement, certifying that the conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respects (e) Buyer Parent (at law or one or more of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (which shall be subject to a termination date for such financing commitment that is no sooner than the Outside Dateequity), providing for debt commitments in at Buyer's sole option (by written notice to Seller) to (i) terminate Buyer's obligations under this Agreement and have the Deposit returned to Buyer, or (ii) to terminate this Agreement as to less than all of the Property and have the Purchase Price reduced by the Allocated Amount applicable to the Property terminated, or (iii) complete Closing notwithstanding the unsatisfied condition, or (iv) if such condition is not fulfilled by reason of Seller's intentional act or omission and can be remedied by the payment of an aggregate principal amount equal to at least $33,750,000,000ascertainable sum, Buyer may complete Closing and deduct such sum from the Purchase Price.

Conditions of Buyer's Obligations. The obligation obliga- tions of Buyers to consummate the Transactions contemplated by Buyer under this Agreement and to take the other actions required to be taken by Buyers at the Closing is are subject to the satisfaction, at or prior to the Closing, satisfac- tion of each all of the following conditionsconditions as of the Closing Date, unless any of which may be waived in writing by Buyer Parentin writing: (a) the all representations and warranties set forth of Seller contained in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing as if made in all material respects on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and at and as of the Closing Date with the same effect although given on and as if made on of the Closing Date (except that representations and warranties that by their terms speak specifically as all revisions to schedules pursuant to subsection 4.31 do not either materially detract from the value of the date assets or materially alter the substance of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications)Agreement; (b) Seller Parent shall have fully performed and ob- served, in all material respects all respects, its obligations required and covenants set forth in this Agreement which are to be performed or observed by it on or prior to the Closing Date and shall tender the required documents, instruments, certificates and opinions at the Closing as set forth in subsection 10.1; (c) Any applicable waiting period which may be required by the Xxxx-Xxxxx-Xxxxxx ("HSR") Act shall have expired or been terminated, the consummation of the transactions contem- plated by this Agreement shall not then be subject to an injunc- tion or temporary restraining order, nor shall any law or regula- tion be in existence which would otherwise prohibit or materially restrict Buyer from performing its obligations under this Agree- ment, nor shall any action or proceeding seeking to restrain or prohibit this Agreement or the consummation of the transactions contemplated hereby have been instituted or threatened by any federal, state, local or foreign governmental, regulatory or administrative agency or authority or have been instituted by any other party which, in the reasonable opinion of Buyer, makes it undesirable to proceed with such transaction; (d) there shall not have been any loss by fire or other casualty to the Assets, whether or not covered by insur- ance, or any other event, occurrence or condition affecting the Business which at Closing Buyer and Seller mutually estimate in their reasonable judgment will take more than six (6) weeks from the date of such loss, event, occurrence or condition to repair or replace such damaged or affected Assets to their condition prior to such loss or other casualty, or otherwise remedy or correct such occurrence or condition, or if such estimated period is less than six (6) weeks, Seller gives notice to Buyer that it does not elect to repair, replace, remedy or correct such damaged or affected Assets or occurrence or condition as aforesaid within the period estimated at its sole cost and expense or Seller does not give such notice and does not so repair, replace, remedy or correct within such period; (e) Seller shall have executed and delivered to Buyer the related agreements described in subsection 7.5 hereof; (f) Seller's obligations under Section 8 of this Agreement have been and continue to be fulfilled up to the Closing; (cg) Since the date of Buyer shall have obtained all financing necessary to consummate this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; andtransaction; (dh) Title to the Real Property can be conveyed by Seller Parent shall have delivered, or caused the applicable Seller to have delivered, to and insured by Buyer Parent:at Closing as provided in subsec- tion 4.7; (i) each All permits or licenses applicable to any of the documents Assets or required for the operations of the Business shall be obtained by Buyer on or prior to be delivered the Closing Date as necessary to Buyer Parent pursuant to clauses (iii) authorize Buyer's lawful ownership of the Assets and (iv) lawful operation of Section 3.2(a)(i); and (ii) a certificate dated the Business as of the Closing Date, signed by a duly authorized officer of Seller Parent, certifying that the conditions set forth in Sections 10.3(a; and (j) and Section 10.3(b) There shall not have been duly satisfied any other materi- al change in all respects (e) Buyer Parent (the Assets or one or more of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (which shall be subject to a termination date for such financing commitment that is no sooner than the Outside Date), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000Business.

Conditions of Buyer's Obligations. The Buyer's obligation of Buyers to consummate the Transactions contemplated by this Agreement purchase and to take sale of the other actions required to be taken by Buyers at Property on the Closing is Date shall be subject to the satisfaction, at satisfaction or prior to the Closing, of each performance of the following following, terms and conditions, unless any one or more of which may be waived by Buyer, in writing by Buyer Parentwhole or in part, on or as of the Closing Date: (a) Seller shall have fully and completely kept, observed, performed, satisfied and complied with all terms, covenants, conditions, agreements, requirements, restrictions and provisions required by this Agreement to be kept, observed, performed, satisfied or complied with by Seller before, on or as of the-Closing Date; (b) The execution of a Lease Agreement between Buyer (as Landlord) and Seller (as Tenant) for a portion of the Property, upon such terms and conditions as are outlined in a non-binding letter of intent dated August 27, 1999 and accepted by Seller on September 2, 1999, together with such additional terms and conditions as are agreed to by the parties. (c) The representations and warranties set forth of Seller in (i) Section 4.9(a) [Absence this Agreement shall be true and correct, and certified by Seller to Buyer as such, on and as of Certain Changes or Events]the Closing Date, Section 4.18 [Required Vote] in the same manner and Section 4.22 [No Undisclosed Liabilities] with the same effect as though such representations and warranties had been made on and as of the Closing Date; and, notwithstanding the fact that such representations and warranties may be limited to Seller's knowledge and belief of the truth of the facts, assertions and matters contained therein, the facts, assertions and matters contained in each of such representations and warranties shall be true and correct as of the date of this Agreement and at on and as of the Closing as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and at and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications); (b) Seller Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse EffectDate; and (d) Seller Parent Buyer shall not have delivered, or caused the applicable Seller terminated this Agreement pursuant to have delivered, an express right so to Buyer Parent: (i) each terminate set forth in this Agreement. If any of the documents required to be delivered to Buyer Parent pursuant to clauses (iii) and (iv) of Section 3.2(a)(i); and (ii) a certificate dated foregoing conditions have not been satisfied or performed on or as of the Closing Date, signed Buyer shall have the right, at Buyer's option, either (i) to terminate this Agreement by giving written notice to Seller on or before the Closing Date, in which event all rights and obligations of the parties under this Agreement shall expire, and this Agreement shall become null and void, or (ii) if such failure of condition constitutes a duly authorized officer default by Seller under this Agreement, to exercise such rights and remedies as may be provided for in Section 18(b) of Seller Parentthis Agreement. In either of such events, certifying that the conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respects (e) Buyer Parent (or one or more of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (which Earnxxx Xxxey shall be subject refunded to a termination date for such financing commitment that is no sooner than the Outside Date), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000Buyer immediately upon request.

Conditions of Buyer's Obligations. The obligation of Buyers to consummate the Transactions contemplated by Buyer under this Agreement and to take purchase the other actions required to be taken by Buyers at the Closing Property from Seller is subject to the satisfaction, satisfaction at or prior to the Closing, Settlement of each of the following conditions, unless conditions (any one of which may be waived in writing whole or in part by Buyer Parent:at or prior to Settlement): (a) All of the representations and warranties by Seller set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing Settlement in all respects as if made on the Closing Date (except that though such representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and were made at and as of the Closing Date as if made Settlement, and Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed on the Closing Date (except that representations and warranties that by their terms speak specifically its part prior to or as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications);Settlement. (b) Seller Parent Buyer shall have performed a period from the Effective Date through the day before the Settlement (“Due Diligence Period”) to conduct due diligence investigations and analysis of the Property, including, without limitation, entering on the Property to conduct soil borings, environmental and other tests, and all information pertaining to the Property; and to subdivide the Property, if required by law. Seller will cooperate with Buyer in any subdivision of the Property and sign any required documents in connection therewith. If Buyer, after using due diligence, determines that the Property is not suitable for Buyer’s intended use, or is unable to obtain any required subdivision of the Property; and notifies Seller by 5:00 p.m. on the last day of the Due Diligence Period of its election to terminate this Agreement, the Deposit and all material respects all obligations required accrued interest shall be returned to be performed by it under Buyer, this Agreement at thereupon shall become void and there shall be no further obligation or prior to liability on either of the Closing;parties hereto. (c) Since Seller obtaining and delivering to Buyer on or prior to Settlement an approval of the date of this AgreementRural Utilities Service, no Effects National Rural Utilities Cooperative Finance Corporation and any other persons or entities, as necessary or appropriate, who may have occurred which, individually or a recorded interest in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; andProperty. (d) Title to the Property shall be as provided in Exhibit “F” attached hereto. (e) Five (5) days after the Effective Date, Seller Parent shall have delivered, or caused the applicable Seller deliver to have delivered, to Buyer ParentBuyer: (i) each the latest surveys of the documents required Property prepared by a registered and licensed surveyor which are in Seller’s possession; (ii) copies of any contracts with respect to be delivered to Buyer Parent pursuant to clauses the Property; (iii) and copies of the latest environmental reports with respect to the Property which are in Seller’s possession; (iv) copies of Section 3.2(a)(i)the latest title commitment and title policy with respect to the Property which are in Seller’s possession; and (f) At Settlement, Seller shall deliver to Buyer duly executed originals of the following: (i) A general warranty deed to the Plant Property duly executed and acknowledged by Seller and in substantially the form attached hereto as Exhibit “G” (“Deed”). (ii) a certificate dated as A Nonforeign Person Certification in the form required under Section 1445 of the Closing Date, signed by a duly authorized officer of Seller Parent, certifying that the conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respectsInternal Revenue Code. (eiii) Buyer Parent The Ingress and Egress Easement in substantially the form attached hereto as Exhibit “H”. (iv) The Gas Pipeline Easement in substantially the form attached hereto as Exhibit “I”. (v) The Conveyor Easement in substantially the form attached hereto as Exhibit “J”. (vi) The Groundwater Use Agreement. (vii) The Backup Storage Agreement (viii) The Railroad Crossing Agreement. (ix) The Amendment to Railroad License Agreement. Unless all the foregoing conditions contained in this Paragraph 7 are satisfied within the time period specified, or one if no time period is specified, prior to or more at Settlement, Buyer, at its election, may either (i) extend the date for Settlement until such conditions are satisfied, or (ii) terminate this Agreement and have the Deposit refunded or (iii) waive in writing the satisfaction of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (any such conditions, in which event this Agreement shall be subject to a termination date for read as if such financing commitment that is conditions no sooner than the Outside Date), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000longer existed.

Conditions of Buyer's Obligations. The obligation of Buyers Buyer to consummate the Transactions transactions contemplated by this Agreement and to take the other actions required to be taken by Buyers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions, unless waived in writing by Buyer ParentBuyer: (a) the representations and warranties set forth made by Seller in this Agreement shall be (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] shall be true and correct as of the date hereof and (ii) true and correct (in all material respects, in the case of this Agreement those representations and at and warranties which are not by their express terms qualified by reference to materiality or Material Adverse Effect) as of the Closing Date as if though such representations and warranties were made on the Closing Date at such date (except that any representations and warranties that by their terms speak specifically are made as of the date of this Agreement or some other a specified date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and at and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), exceptin all material respects, in the case of this clause (ii), for inaccuracies of the those representations and warranties that, individually which are not by their express terms qualified by reference to materiality or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with Effect) as of such representations and warranties specified date), in each case except for changes permitted or contemplated by this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications)Agreement; (b) Seller Parent shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Closing; (c) Since at any time on or after the date of this Agreement, no Effects there shall not have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller any Material Adverse EffectEffect (or, if one shall have occurred, it shall have been cured to the reasonable satisfaction of Buyer) (d) Buyer shall have obtained the proceeds of the Financing; (e) the terms set forth on Schedule 8.2(e) shall have been satisfied; (f) at the Closing there shall not be in effect any Law or order of a Governmental Authority which restrains, prohibits or declares illegal the consummation of the transactions contemplated by this Agreement and the Other Agreements and there shall be no proceeding pending or threatened that may result in any of the foregoing; and (dg) Seller Parent shall have delivered, or caused the applicable Seller to have be delivered, to Buyer Parent: (i) each all of the documents closing deliveries required to be delivered to Buyer Parent pursuant to clauses (iii) and (iv) of by Section 3.2(a)(i4.3(a); and (ii) a certificate dated as of the Closing Date, signed by a duly authorized officer of Seller Parent, certifying that the conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respects (e) Buyer Parent (or one or more of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (which shall be subject to a termination date for such financing commitment that is no sooner than the Outside Date), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000.

Conditions of Buyer's Obligations. The obligation of Buyers to consummate the Transactions contemplated by this Agreement in accordance with and pursuant to take the other actions required to be taken by Buyers at the Closing terms of a specific Local Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions, unless waived in writing by Buyer Parent: (a) the representations and warranties set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] shall be true and correct as of the date of this Agreement and at and as of the Closing as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV ARTICLE V above shall be true and correct in all material respects (except to the extent that such representations and warranties are qualified by the term “material” or contain a term such as of “Material Adverse Effect,” in which case such representations and warranties (as so written, including the date of this Agreement term “material” or “Material”) shall be true and correct in all respects) at and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications); (b) all covenants and agreements contained in this Agreement and the applicable Ancillary Agreements to be complied with by Seller Parent shall on or before the Closing Date will have been complied with and performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closingrespects; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; and (d) Seller Parent shall have delivered, or caused the applicable Seller to have delivered, to Buyer Parent: (i) each of the documents required to be delivered to Buyer Parent pursuant to clauses (iii) and (iv) of Section 3.2(a)(i); and (ii) a certificate dated as of the Closing Date, signed by a duly authorized officer of Seller Parent, certifying as to Seller Parent’s compliance with Sections 10.2(a) and 10.2(b) and each Seller that is a party to an Ancillary Agreement (other than the Local Agreements) shall have signed, performed and complied in all material respects with all agreements and covenants required by such Ancillary Agreements to be performed or complied with by it at or prior to the Closing Date and each such Seller shall have delivered to the applicable Buyer a certificate dated as of the Closing Date, signed by such Seller Parent, certifying as to such Seller’s compliance with this Section 10.2(c); (d) at the Closing there shall not be in effect any Law or Order of a Governmental Authority which restrains, prohibits or declares illegal the consummation of the Transactions contemplated by this Agreement or the Ancillary Agreements and there shall be no Proceeding pending or threatened in writing that may result in any of the foregoing; (e) (i) the Parties shall have received all Government Approvals identified in Schedule 10.1(e); and (ii) all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated; (f) each Seller that is a party to the specific Local Agreement set forth in Schedule 10.1(g) shall have delivered, or caused to be delivered, all of the closing deliveries required by Section 3.2(a) and the specific Local Agreement; (g) all licensors under those licenses identified on Schedule 10.2(g) that are not Affiliated with Seller Parent shall have consented to the assignment by the applicable Seller of such Seller’s rights with respect to the Business under such license to Buyer Parent or an Affiliate of Buyer Parent; Sellers shall have delivered the certificates referred to in Section 9.5(g); (h) the Sellers shall have entered into the Ancillary Agreements set forth on Schedule 10.1(f) and all Schedules to this Agreement shall have been mutually agreed and attached to this Agreement by the date and pursuant to the procedure set forth in Section 7.6; (i) the applicable Sellers shall have delivered to Buyers the certificates referred to in Section 9.5(g); (j) at any time on or after the date of this Agreement, there shall not have occurred any Material Adverse Effect (or, if one shall have occurred, it shall not have been cured to the reasonable satisfaction of Buyer Parent); (k) to the extent a portion of the Global Purchase Price is paid in the form of Unadjusted Shares or Adjusted Shares, Seller Parent (or its Affiliate(s) that takes title to such Shares) shall execute and deliver to Buyer Parent the Stockholders Agreement; (l) Sellers shall have received, and shall have delivered to Buyers, each of the Required Consents set forth in Schedule 10.2(l); (m) Seller Parent shall have received written confirmation, in a form reasonably satisfactory to Buyers, from Sumitomo Mitsui Finance & Leasing Company Limited (f/k/a SMBC Leasing Company, Limited) that it will not accelerate any finance lease agreements related to the Business or other alters the obligations or Liability of Buyers with respect thereto as a result of the consummation of the transactions contemplated hereby and by the Ancillary Agreements; (n) Seller Parent shall have amended its Olympus Corporate Pension Plan Regulation (kigyo nenkin kikin kiyaku), in a manner reasonably satisfactory to Buyer Parent, to remove the joint and several liability of Olympus Japan Newco for the obligations under such plan; (o) Seller Parent shall receive written confirmation, reasonably satisfactory to Buyer Parent, from each third party distributor that is a party to the distribution agreements set forth on Schedule 10.2(n) that following the Closing each such third party distributor shall only be entitled to distribute the Products, and not any other products of Buyer Parent or any of its Affiliates; (p) resignations shall have been received from each officer and director, as applicable, of the Acquired Entities; (q) resignations shall have been received from all statutory auditors of Olympus Japan Newco, OME and Mishima; (r) each applicable Seller, Olympus Japan Newco, OME and Mishima shall have delivered the resolutions of its board of directors (or other governing body) approving the transfer of the Target Shares; (s) Seller Parent shall have delivered to Buyer Parent prior to the Closing Date the Audited Financial Statements, the Stub Financial Statements and the Reference Balance Sheet; (t) Olympus Japan Newco shall have been established with Articles and Internal Regulations in the form approved by Buyer Parent; (u) Olympus Japan Newco shall have obtained the type II drug manufacturing/distribution license (dai ni shu iyakuhin seizo hanbaigyo kyoka) and the type III medical devices manufacturing/distribution license (dai san shu iryokiki seizo hanbai gyo kyoka) under the Pharmaceutical Affairs Law of Japan and any other Permit required to conduct the Business in Japan as currently conducted; (v) Olympus Japan Newco and Seller Parent shall have entered into the Japan Spin-Off Agreement; (w) Seller Parent shall have completed the Japan Spin-Off in accordance with the Japan Spin-Off Agreement and applicable law, and shall have filed (i) with the relevant Legal Affairs Bureau the registration documents for the Seller Parent Spin-Off in the form approved by Buyer Parent and (ii) with the Kanto Local Finance Bureau of Japan the securities registration statement for the Seller Parent Spin-Off in the form discussed with Buyer Parent; (x) Seller Parent shall have obtained from the Shizuoka Prefectural Government approval to transfer the Buyer’s portion of the land and the buildings set forth in the Schedule 10.2(x) to Olympus Japan Newco (the “Shizuoka Prefectural Approval”); (y) Seller Parent shall have delivered to Buyer Parent, all documents, conveying instruments and items as Buyer Parent may reasonably request to confirm the satisfaction of the closing conditions set forth in Sections 10.3(athis Section 10.2; (z) and Section 10.3(b) the statutory hive-down pursuant to the French Commercial Code of certain Acquired Assets by Olympus France SAS to Olympus France Newco shall have been duly satisfied in all respects effected; and (eaa) Buyer Parent (or one or more the statutory hive-down pursuant to the German Transformation Act of Buyer Parent Acquired Assets by Olympus Deutschland GmbH and the other Buyers) has obtained the Debt Commitment Letter (which certain of its German subsidiaries to Olympus Germany Newco shall be subject to a termination date for such financing commitment that is no sooner than the Outside Date), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000.have been effected;

Conditions of Buyer's Obligations. The obligation of Buyers to consummate the Transactions contemplated by Buyer under this Agreement and to take purchase the other actions required to be taken by Buyers at the Closing Property from Seller is subject to the satisfaction, satisfaction at or prior to the Closing, Settlement of each of the following conditions, unless conditions (any one of which may be waived in writing whole or in part by Buyer Parent:at or prior to Settlement): (a) All of the representations and warranties by Seller set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing Settlement in all material respects as if made on the Closing Date (except that though such representations and warranties that by their terms speak specifically were made at and as of Settlement, except for changes therein consented to by Buyer or deemed consented to by Buyer under the date terms of this Agreement. Seller shall have performed, observed and complied with all material covenants, agreements and conditions required by this Agreement to be performed on its part prior to or as of Settlement. (b) Buyer shall have a period commencing on October 12, 2015 and ending on November 10, 2015 (the “Due Diligence Period”) to conduct due diligence investigations and analysis of the Property and all information pertaining to the Property, subject to the limitations of this Agreement, including the indemnification, insurance and other requirements of Section 15(b). Buyer may terminate this Agreement by written notice to Seller on or before the last day of the Due Diligence Period at 5:00 p.m. If Buyer elects to proceed to Settlement, on or before the last day of the Due Diligence Period at 5:00 p.m., Buyer shall (i) elect by written notice which of the Service Agreements Buyer wishes to assume (the “Surviving Agreements”); and (ii) pay the Additional Deposit by wire transfer or check payable to Escrow Agent which Buyer shall deliver to Escrow Agent within twenty-four (24) hours of the expiration of the Due Diligence Period, time being of the essence. In the event Buyer fails to timely perform in accordance with the foregoing sentence, such failure shall be deemed an election by Buyer to terminate this Agreement. Upon the termination of this Agreement or some other date pursuant to this Section 6(b), the Deposit shall be true returned to Buyer, and correct there shall be no further obligation or liability on either of the parties hereto, except as otherwise specifically provided herein, and Buyer promptly shall return to Seller, without retaining any copies thereof, all copies of the Leases, the Service Agreements and Seller’s Materials (defined below) and shall deliver to Seller copies of all studies and reports relating to the Property obtained by Buyer. Buyer shall not communicate with any tenants under the Leases, except with Seller’s prior written consent and, at Seller’s election, with Seller or Seller’s designee being present at the time of such datecommunication. In the event of such consent, Buyer shall not disclose any of the terms and conditions of this transaction to such tenants. (c) If Buyer has not terminated or been deemed to terminate this Agreement on or before the expiration of the Due Diligence Period, Seller shall use reasonable efforts to deliver to Buyer, at or before Settlement duly executed originals of (i) a certificate from each tenant under the Leases, substantially in the form attached hereto as Exhibit “E” or in such form as may be contemplated under the Leases (collectively, the “Estoppel Certificates”) and (ii) a subordination, non-disturbance and attornment agreement from each tenant under the remainder Leases, in such form as may be contemplated under the Leases (the “SNDAs”). If, after using reasonable efforts, Seller cannot deliver 100% of Article IV above the Estoppel Certificates and 100% of the SNDAs, it shall not be a default hereunder, but Buyer may (x) terminate this Agreement by delivering notice of such termination to Seller and in such event the Deposit shall be true returned to Buyer, this Agreement thereupon shall become void and correct as there shall be no further obligations or liability on either of the date of this Agreement parties hereto, except as otherwise specifically provided herein, or (y) waive such condition and at and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, complete Settlement in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (accordance with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications); (b) Seller Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; and. (d) To Buyer’s satisfaction, Seller Parent has delivered to Buyer the items set out in the Due Diligence Checklist attached to the letter of intent dated as of October 2, 2015 and accepted and approved as of October 9, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Letter of Intent”), by and between Kireland Management, LLC and Armada Xxxxxxx Properties, Inc (collectively, “Seller’s Materials”). Buyer shall have deliveredkeep Seller’s Materials and all information obtained by Buyer as part of its due diligence review of the Property (“Buyer’s Materials”) confidential and, except as may otherwise be required by law, shall not share any of the foregoing with anyone other than Buyer’s members, managers, officers, employees, outside counsel, accounting firm and other professional consultants, including Buyer’s title company (all of whom are collectively referred to as the “Related Parties”) who, in Buyer’s judgment, need to know such information for evaluating a possible purchase of the Property. The Related Parties shall be informed by Buyer of the confidential nature of the Seller’s Materials and the Buyer’s Materials and shall be directed by Buyer to keep same in the strictest confidence. Buyer shall be responsible for any breach of the obligations set forth in this subparagraph by Buyer or the Related Parties. Except as otherwise expressly provided, Seller makes no representation, warranty or promise of any kind concerning the accuracy or completeness of all or any part of the Seller’s Materials, and any inaccuracy, incompleteness, or caused deficiency in any part of the applicable Seller’s Materials shall be solely the risk and responsibility of Buyer and shall not be chargeable in any respect to Seller. (e) At Settlement, Seller to have delivered, shall deliver to Buyer Parentduly executed originals of the following: (i) each A general warranty deed to the Real Property duly executed and acknowledged by Seller and in proper form for recording, subject to matters of record (the documents required to be delivered to Buyer Parent pursuant to clauses “Deed”); (ii) A valid xxxx of sale for the Personal Property, if any, without warranties; (iii) A valid assignment of the Leases, duly executed and acknowledged, pursuant to which Seller shall assign to Buyer all of Seller’s right, title and interest in and to the Leases and Buyer shall assume the obligations of Seller under the Leases. Such assignment shall include an indemnification from Seller to Buyer against liability for claims asserted against Buyer under the Leases for events occurring prior to Settlement and an indemnification from Buyer to Seller against liability for claims asserted against Seller for events occurring from and after Settlement; (iv) A letter addressed to each tenant informing it of the sale; (v) A Nonforeign Person Certification in the form attached hereto as Exhibit “F”, as required under Section 3.2(a)(i)1445 of the Internal Revenue Code; (vi) An assignment in form and substance mutually satisfactory to Seller and Buyer, pursuant to which Seller shall assign to Buyer all of Seller’s right, title and interest in and to the Surviving Agreements, if any, and Buyer shall assume the obligations of Seller under the Surviving Agreements. Such assignment shall include an indemnification from Seller to Buyer against liability for claims asserted against Buyer under the Surviving Agreements for events occurring prior to Settlement and an indemnification from Buyer to Seller against liability for claims asserted against Seller for events on and occurring after Settlement; (vii) To the extent not previously made available to Buyer, originals of the following instruments (or copies if originals are unavailable): (A) the Leases; (B) the Estoppel Certificates; (C) the SNDAs; and (iiD) a certificate dated as of the Closing Date, signed by a duly authorized officer of Seller Parent, certifying that the conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respectsSurviving Agreements; (eviii) Buyer Parent All keys, keycards and combinations to locks at the Property, to the extent in Seller’s possession; and (or one or more of Buyer Parent ix) An owner’s affidavit as to mechanics’ liens and the other Buyers) has obtained the Debt Commitment Letter (which shall be subject possession in customary form reasonably acceptable to a termination date for such financing commitment that is no sooner than the Outside Date), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000Seller and Buyer’s title insurer.

Conditions of Buyer's Obligations. The obligation of Buyers to consummate the Transactions contemplated by this Agreement in accordance with and pursuant to take the other actions required to be taken by Buyers at the Closing terms of a specific Local Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions, unless waived in writing by Buyer Parent: (a) the representations and warranties set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] ARTICLE V above shall be true and correct in all material respects (except to the extent that such representations and warranties are qualified by the term “material” or contain a term such as of “Material Adverse Effect,” in which case such representations and warranties (as so written, including the date of this Agreement term “material” or “Material”) shall be true and correct in all respects) at and as of the Closing as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and at and as of the Closing Effective Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications); (b) all covenants and agreements contained in this Agreement and the applicable Ancillary Agreements to be complied with by Seller Parent shall on or before the Closing Date will have been complied with and performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closingrespects; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; and (d) Seller Parent shall have delivered, or caused the applicable Seller to have delivered, to Buyer Parent: (i) each of the documents required to be delivered to Buyer Parent pursuant to clauses (iii) and (iv) of Section 3.2(a)(i); and (ii) a certificate dated as of the Closing Date, signed by a duly authorized officer of Seller Parent, certifying as to Seller Parent’s compliance with Sections 10.2(a) and 10.2(b) and certifying that each Seller that is a party to an Ancillary Agreement has signed, performed and complied in all material respects with all agreements and covenants required by any such Ancillary Agreements to be performed or complied with by any such Seller at or prior to the Closing Date; (d) at the Closing there shall not be in effect any Law or Order of a Governmental Authority which restrains, prohibits or declares illegal the consummation of the Transactions contemplated by this Agreement or the Ancillary Agreements and there shall be no Proceeding pending or threatened in writing that may result in any of the foregoing; (e) (i) the Parties shall have received all Government Approvals identified in Schedule 10.1(e); and (ii) all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated; (f) each Local Agreement, other than those set forth in Schedule 10.1(g), shall have been fully executed by the applicable Seller and all closing deliveries and conditions set forth therein shall be satisfied; (g) all licensors under the Transferred License Agreements set forth on Schedule 10.2(g) shall have consented to the assignment by the applicable Seller of such Seller’s rights with respect to the Business under such license to Buyer Parent or an Affiliate of Buyer Parent; (h) each of the Ancillary Agreements set forth in Schedule 10.1(f) shall have been fully executed by the applicable Seller (or the applicable Affiliate of Seller Parent) and all Schedules to this Agreement shall have been mutually agreed and attached to this Agreement; (i) the applicable Sellers shall have delivered to Buyers the certificates referred to in Section 9.5(g); (j) at any time on or after the Effective Date, there shall not have occurred any Material Adverse Effect (or, if one shall have occurred, it shall not have been cured to the reasonable satisfaction of Buyer Parent); (k) to the extent a portion of the Global Purchase Price is paid in the form of Unadjusted Shares or Adjusted Shares, Seller Parent (or its Affiliate(s) that takes title to such Shares) shall execute and deliver to Buyer Parent the Stockholders Agreement; (l) Sellers shall have received, and shall have delivered to Buyers, each of the Required Consents set forth in Schedule 10.2(l); (m) Seller Parent shall have received written confirmation, in a form reasonably satisfactory to Buyers, from Sumitomo Mitsui Finance & Leasing Company Limited (f/k/a SMBC Leasing Company, Limited) that it will not accelerate any finance lease agreements related to the Business or otherwise alter the obligations or Liability of Buyers with respect thereto as a result of the consummation of the transactions contemplated hereby and by the Ancillary Agreements; (n) each of the Separated Contracts set forth in Schedule 10.2(n) shall have been fully executed by the applicable third-party; (o) Seller Parent shall have received from each third-party distributor who accounted for One Hundred Million Yen (¥100,000,000) or more of sales of the Products in the Fiscal Year ending March 31, 2009, which are set forth on Schedule 10.2(o), a countersigned letter in substantially the forms previously agreed to be the Parties; (p) resignations shall have been received from each officer and director, as applicable, of the Acquired Entities; (q) resignations shall have been received from all statutory auditors of Olympus Japan Newco, OME and Mishima; (r) each applicable Seller and Olympus Japan Newco shall have delivered the resolutions of its board of directors (or other governing body) approving the transfer of the Target Shares; (s) Seller Parent shall have delivered to Buyer Parent prior to the Closing Date the Audited Financial Statements and, to the extent required by Section 9.9, the Stub Financial Statements, and the independent auditor’s report related to such Audited Financial Statements shall not have been withdrawn; (t) Olympus Japan Newco shall have been established with Articles and Internal Regulations in the form approved by Buyer Parent; (u) Olympus Japan Newco shall have obtained the type II drug manufacturing/distribution license (dai ni shu iyakuhin seizo hanbaigyo kyoka) and the type III medical devices manufacturing/distribution license (dai san shu iryokiki seizo hanbai gyo kyoka) under the Pharmaceutical Affairs Law of Japan and any other Permit required to conduct the Business in Japan as currently conducted; (v) all matters referred to in the Japan Spin-Off Agreement as to be agreed between Buyer Parent and Seller Parent shall have been agreed to in writing signed by Buyer Parent and Seller Parent; (w) Seller Parent shall have completed the Japan Spin-Off in accordance with the Japan Spin-Off Agreement and applicable law, and shall have filed (i) with the relevant Legal Affairs Bureau the registration documents for the Seller Parent Spin-Off in the form approved by Buyer Parent and (ii) if required, with the Kanto Local Finance Bureau of Japan the securities registration statement for the Seller Parent Spin-Off in the form discussed with Buyer Parent; (x) Seller Parent shall have obtained from the Shizuoka Prefectural Government approval to transfer the Buyer’s portion of the land and the buildings set forth in the Schedule 10.2(x) to Olympus Japan Newco (the “Shizuoka Prefectural Approval”); (y) Seller Parent shall have delivered to Buyer Parent, all documents, conveying instruments and items as Buyer Parent may reasonably request to confirm the satisfaction of the closing conditions set forth in Sections 10.3(athis Section 10.2; (z) and Section 10.3(b) the French Hive-down shall have been duly satisfied in all respectseffected; (eaa) the German Hive-down shall have been effected; and (bb) each Buyer Parent shall have obtained all Permits, Regulatory Registrations and Regulatory Documentation, excluding such Permits, Regulatory Registrations and Regulatory Document held by third party distributors, required for (or one or more i) a continuation of Buyer Parent the Business by the Buyers and (ii) the other Buyers) has obtained the Debt Commitment Letter (which shall be subject provision to a termination date for such financing commitment that is no sooner than the Outside DateSellers by Buyers of all Business-related products and services as required by Sellers to fulfill their obligations arising under non-transferred Acquired Assets and Assumed Liabilities in accordance with Section 2.5(b)(ii), providing for debt commitments in an aggregate principal amount equal to at least $33,750,000,000.

Conditions of Buyer's Obligations. (a) The obligation obligations of Buyers to consummate the Transactions contemplated by Buyer under this Agreement and to take the other actions required to be taken by Buyers at the Closing is are subject to the satisfaction, satisfaction at or prior to the Closing, time of Closing of each of the following conditions, unless conditions (any one of which may be waived in whole or in part in writing by Buyer Parent:at or prior to Closing): (ai) all of the representations and warranties by Seller set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events], Section 4.18 [Required Vote] and Section 4.22 [No Undisclosed Liabilities] this Agreement shall be true and correct correct; (ii) no representation or warranty by Seller contained in this Agreement shall contain any untrue statement or shall omit a material fact necessary to make the statement of fact therein recited not misleading; (iii) Seller shall have performed all covenants, agreements and conditions required by this Agreement to be performed by Seller prior to or as of the Closing Date; (iv) there shall have been no material adverse change in the financial condition of any of the Tenants during the period from the date of this Agreement to the Closing Date; (v) Buyer shall have received the executed Tenant Estoppel Certificates and at the SNDAs from the Tenants under the Tenant Leases; (vi) Buyer shall have received the executed Tenant Option Waivers and as the Tenant Right of First Refusal Waivers from any of the Closing as if made on Tenants under the Closing Date Tenant Leases which contain Purchase Option Rights and/or Right of First Refusal Rights; (except vii) Buyer shall have received the executed Brokers Confirmation Letters Agreements from the Brokers ; and (viii) Buyer shall have received written confirmation that representations and warranties that the Tenant Leases have been amended or renewal options contained therein have been exercised by their terms speak specifically as the Tenants thereunder to provide for the extensions of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and at and as of the Closing Date as if made Tenant Leases designated on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications);Schedule 4 hereto. (b) Seller Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to In the Closing; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; and (d) Seller Parent shall have delivered, or caused the applicable Seller to have delivered, to Buyer Parent: (i) each event any of the documents required to be delivered to Buyer Parent pursuant to clauses (iiiconditions set forth in Section 13(a) and (iv) of Section 3.2(a)(i); and (ii) a certificate dated are not satisfied as of the Closing Date, signed by a duly authorized officer of Seller ParentBuyer shall have the right (in addition to all other rights and remedies available to Buyer under this Agreement, certifying that the conditions set forth in Sections 10.3(a) and Section 10.3(b) have been duly satisfied in all respects (e) Buyer Parent (at law or one or more of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (which shall be subject to a termination date for such financing commitment that is no sooner than the Outside Dateequity), providing for debt commitments in at Buyer's sole option (by written notice to Seller) to (i) terminate Buyer's obligations under this Agreement and have the Deposit returned to Buyer, or (ii) complete Closing notwithstanding the unsatisfied condition, or (iii) if such condition is not fulfilled by reason of Seller's intentional act or omission and can be remedied by the payment of an aggregate principal amount equal to at least $33,750,000,000ascertainable sum, Buyer may complete Closing and deduct such sum from the Purchase Price.

Conditions of Buyer's Obligations. The Buyer’s obligation of Buyers to consummate the Transactions contemplated by this Agreement purchase and to take sale of the other actions required to be taken by Buyers at Property on the Closing is Date shall be in all respects subject to the satisfactionsatisfaction or performance of each of the following terms and conditions (unless one or more is waived in writing by Buyer, in Buyer’s sole discretion), at or prior to the Closing, of each of the following conditions, unless waived in writing by Buyer Parent: (a) the representations Seller shall have fully and warranties set forth in (i) Section 4.9(a) [Absence of Certain Changes or Events]completely kept, Section 4.18 [Required Vote] observed, performed, satisfied and Section 4.22 [No Undisclosed Liabilities] shall be true complied with all terms, covenants, conditions, agreements, requirements, restrictions and correct as of the date of provisions required by this Agreement and at and as of the Closing as if made to be kept, observed, performed, satisfied or complied with by Seller before, on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date) and (ii) the remainder of Article IV above shall be true and correct as of the date of this Agreement and at and as of the Closing Date as if made on including, without limitation, the delivery of the Seller’s Closing Date Deliverables. (except that b) The representations and warranties that by their terms speak specifically as of the date of Seller in this Agreement or some other date (and the substantive facts contained in any representations and warranties limited to Seller’s knowledge and belief) shall be true and correct as of such date)correct, except, in the case of this clause (ii), for inaccuracies of the representations and warranties that, individually or in the aggregate, do not have and could not reasonably be expected to have a Seller Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Seller Material Adverse Effect qualifications); (b) Seller Parent shall have performed in all material respects all obligations required to be performed certified by it under this Agreement at or prior to the Closing; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, Seller Material Adverse Effect; and (d) Seller Parent shall have delivered, or caused the applicable Seller to have deliveredBuyer as such, to Buyer Parent: (i) each of the documents required to be delivered to Buyer Parent pursuant to clauses (iii) on and (iv) of Section 3.2(a)(i); and (ii) a certificate dated as of the Closing Date, signed by in the same manner and with the same effect as though such representations and warranties had been made on and as of the Closing Date. (c) Buyer and/or Xxxxx City shall have received a duly authorized officer Grant from the Foundation or a written commitment from the Foundation with respect to Buyer’s receipt of the same. (d) Neither Seller Parentnor the Property shall be subject to any judgment or decree of competent jurisdiction, certifying that or to any litigation or administrative proceeding which would materially and adversely affect the conditions set forth in Sections 10.3(a) Property or which would materially and Section 10.3(b) have been duly satisfied in all respectsadversely affect Seller’s right to enter into this Agreement. (e) Buyer Parent (The present zoning of the Property shall not have been changed or one modified and no application for any change or more of Buyer Parent and the other Buyers) has obtained the Debt Commitment Letter (which modification by Seller shall be subject pending as of the date of Closing. (f) Except for Permitted Exceptions, zoning regulations, and any regulations by any Governmental Authority, there shall be no restrictive covenants which prevent, restrict, or limit in any way the use of the Property by Buyer as an economic development site. (g) If all or a portion of the Jordan Property is included within the metes and bounds of the Selected Property, (i) the applicable Seller shall have consummated the purchase and sale of such portion of the Jordan Property and such Seller shall be the fee simple owner of the same. If any of the foregoing conditions have not been satisfied or performed or waived in writing by Buyer on or as of the Closing Date, Buyer shall have the right, at Buyer’s option, either: (i) to terminate this Agreement by giving written notice to Seller on or before the Closing Date, in which event all rights and obligations of Seller and Buyer under this Agreement shall expire, and this Agreement shall become null and void; or (ii) if such failure of condition constitutes a termination date breach of representation or warranty by Seller, constitutes a failure by Seller to perform any of the terms, covenants, conditions, agreements, requirements, restrictions or provisions of this Agreement, or otherwise constitutes a default by Seller under this Agreement, to exercise such rights and remedies as may be provided for in Section 15 of this Agreement. In either of such financing commitment that is no sooner than events, the Outside Date), providing for debt commitments in an aggregate principal amount equal Option Money shall be refunded to at least $33,750,000,000Buyer immediately upon request.