Common use of Conditions Precedent to Closing Clause in Contracts

Conditions Precedent to Closing. The following shall be conditions precedent to the closing of the Loan and the advance of Loan proceeds: (a) This Agreement, the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following Closing and the initial disbursement of the Loans shall be conditions precedent subject to the closing of the Loan and the advance of Loan proceedsfollowing conditions precedent: (a) This Agreement, the Note, the Deed of Trust and the other The Loan Documents shall have been properly appropriately completed, duly executed by the parties thereto, recorded where necessary and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawAdministrative Agent. (b) The Lender No Default or Event of Default shall have received a paid policy of title insurance on the current ALTA Form or a valid occurred and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)continuing. (c) The Lender All representations and warranties contained herein shall have received advice, be true and correct in form and substance and from a source satisfactory to all material respects at the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approvedClosing Date. (d) All legal matters incident to the Loans shall be reasonably satisfactory to the Administrative Agent, and the Borrowers agree to execute and deliver to the Administrative Agent such additional documents and certificates relating to the Loans as the Administrative Agent reasonably may request. (e) Financing statements in form and substance satisfactory to the Administrative Agent shall have been properly filed in each office where necessary to perfect the security interest of the Administrative Agent, for the ratable benefit of the Lenders, in the Collateral, termination statements shall have been filed with respect to any other financing statements covering all or any portion of the Collateral, except with respect to financing statements perfecting Liens permitted by this Agreement, and all taxes and fees with respect to such recording and filing shall have been paid by the Borrowers. (f) The Lender Borrowers shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrowers and the Holding Company to authorize the execution and delivery of the Loan Documents, (2) certified copies of the articles or certificate of incorporation, bylaws, articles or certificate of organization and operating agreement of the Borrowers and the Holding Company, (3) a certificate of incumbency for the officers of the Borrowers and the Holding Company executing the Loan Documents, (4) a good standing certificate, dated not more than 30 days prior to the Closing Date, from the appropriate state official of any state in which the Borrowers or the Holding Company are incorporated, and (5) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (g) The Administrative Agent shall have received all policies of insurance required by (l) a Borrowing Base Certificate, (2) an Aging Report, (3) a contract status and backlog report relating to Eligible Receivables for the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lenderperiod ended on December 31, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence2006, in form and substance satisfactory to the Lender, (4) the financial statements of the Company for the period ended on December 31, 2006, and (5) a pro forma Covenant Compliance Certificate, giving effect to the Transaction and the initial disbursement of the Loans, and certifying that all fees and premiums due on account thereof have been paid in fullno Default or Event of Default exists as of the Closing Date, nor would any Default or Event of Default occur after giving effect thereto. (eh) The Lender Administrative Agent shall have received and approved an appraisal a field examination report of the Property indicating that the ratio of the Loan amount Collateral in form and substance acceptable to the “as-is” appraised value of the Property does not exceed 75%it. (fi) The Lender Administrative Agent shall have received financing statement, judgment and approved a property condition report of tax lien searches reflecting that there are no Liens outstanding against the PropertyCollateral other than those created or permitted by this Agreement or the other Loan Documents. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. (a) The following shall be conditions precedent Company’s obligation to consummate the closing Closing is expressly conditioned upon the satisfaction or waiver of the Loan and the advance of Loan proceedsfollowing: (ai) This All representations and warranties of the Public Parties set forth in Section 5.1 above shall be true and correct as of the Closing Date as if made on the Closing Date; (ii) No event of default beyond any applicable notice and cure periods on the part of the Public Parties has occurred and is continuing hereunder as of the Closing Date; (iii) The Title Company is irrevocably committed to issue the Title Policy and the Public Parties have delivered any documents reasonably requested by the Title Company in order for the Title Company to issue the Title Policy in accordance with the terms hereof; (iv) The Public Parties have provided written confirmation to the Company that all funds allocated by the Public Parties pursuant to Section 1.3(d) above to perform all of the Public Parties’ respective obligations hereunder remain available in all respects as of the applicable Closing Date, to the extent not previously expended; (v) There is no litigation pending or threatened with respect to the Project Site which (A) has resulted in a final order to the effect that the Project Site is subject to local zoning codes or building ordinances while such Project Site is owned by the State, leased to the JDA, and rented to the Company, (B) would have a material impact on the ability of the Company or the Public Parties to perform their obligations hereunder (other than litigation relating to development or permitting of the Project), or (C) otherwise materially and adversely affects the ability of the Parties to develop the Project (including, without limitation, permitting), as described herein; provided that with respect to this subsection (C) to the extent that (i) the State has assumed the responsibility and cost of defending any such litigation, (ii) the State is actively and vigorously defending any such pending litigation, and (iii) no injunctive relief has been granted by any court of competent jurisdiction as part of such litigation which impacts the ability of the Company to actively construct, develop or use the Project, then this closing condition shall be deemed satisfied with respect to such pending or threatened litigation; (vi) All federal authorizations and the Wetland Permit required by §404 of the Clean Water Act, 33 U.S.C. §1251 et seq. (1972), as amended, which are necessary in order to undertake and complete the Comprehensive Grading Work as shown on Exhibit A-11-1 and Exhibit A-11-2 and to develop the Project in accordance with the Current Site Plan have been obtained, the Wetland Mitigation credits have been purchased, and such Wetland Permit does not contain conditions which delay the commencement or continuation of the Comprehensive Grading Work by more than 120 days; and (vii) The Company and the Public Parties shall have agreed upon the form of all customary documents, including without limitation the Definitive Documents, necessary and reasonable for the consummation of the transactions contemplated by this Agreement, including the Note, the Deed of Trust Rental Agreement and the other Loan Documents shall have been properly executed and delivered all documents related to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawProject Bonds. (b) The Lender Public Parties’ obligation to consummate the Closing is expressly conditioned upon the satisfaction or waiver of the following: (i) No event of default beyond any applicable notice and cure periods on the part of the Company has occurred and is continuing as of the Closing Date; and (ii) The Company shall have received a paid policy all fees and expenses of title insurance the Project Bonds as set forth herein, and all other fees and expenses of the JDA as required by Section 3.6(c) hereof to be paid on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory prior to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)Closing; and. (ciii) The Lender Company and the Public Parties shall have received advice, in agreed upon the form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lendercustomary documents, including without limitationlimitation the Definitive Documents, flood insurance (in necessary and reasonable for the amount consummation of the Loan or transactions contemplated by this Agreement, including the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect Rental Agreement and all documents related to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullProject Bonds. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The Date This Agreement shall become effective at such time as the following shall be conditions precedent to the closing of the Loan and the advance of Loan proceeds: (a) This Agreement, the Note, the Deed of Trust and the other Loan Documents shall have having been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded satisfied in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company manner satisfactory to the Lender Agent (and in the amount case of the Loan any documents, agreements or other deliveries, such documents, agreements and which may deliveries shall be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the LenderAgent), that all fees in each case with the consent of the Majority Lenders to the extent required in clauses (a) through (w) hereof or Section 13.2(a)(ii) hereof: (a) This Agreement and premiums due on account thereof the other Loan Documents have been paid executed by each party thereto and each Loan Party shall have performed and complied with all covenants, agreements and conditions contained herein and in fullthe other Loan Documents which are required to be performed or complied with by such Loan Party before or on such Closing Date. (b) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date (both immediately prior to, and after giving effect to, such extension of credit). (c) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to the Loans to be made on such date or the Letters of Credit to be issued or the Credit Support to be provided on such date. (d) The Agent and the Lenders shall have received such opinions of counsel (concerning, among other things, entry of the order confirming the Plan of Reorganization and proper notice having been given) for the Loan Parties as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agent, the Lenders, and their respective counsel. (e) The Lender Borrower shall have received paid all fees and approved an appraisal expenses of the Property indicating that Agent and the ratio Attorney Costs incurred in connection with any of the Loan amount Documents and the transactions contemplated thereby, including, without limitation pursuant to the “as-is” appraised value of the Property does not exceed 75%Fee Letter. (f) The Lender To the extent not previously provided under the DIP Loan Agreement, the Agent shall have received evidence, in form, scope, and approved a property condition report substance, reasonably satisfactory to the Agent, of all insurance coverage as required by the PropertyAgreement. (g) The Lender Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Loan Parties and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and Combined Availability, and to conduct a pre-closing appraisal, and the results of such examination and audit and appraisal shall have been satisfactory to the Agent in all respects. (h) All proceedings taken in connection with the execution of this Agreement, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent. (i) The Agent shall have received and approved a copy of a current Survey the certificate or articles of incorporation or other constitutive documents, in each case amended to date, of each of the Land Loan Parties, certified as of a recent date by the Secretary of State or other appropriate official of the state or other jurisdiction of its organization and dated as of a recent date; a certificate of the Secretary of each of the Loan Parties, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such Loan Party's By-laws as in effect on the date of such certificate and at all times since a date prior to the Lender date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such Loan Party's Board of Directors (or in the case of a Loan Party that is not a corporation, the equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such Loan Party's certificate or articles of incorporation or other constitutive documents have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished hereinabove, and (D) as to the incumbency and specimen signature of each of such Loan Party's officers executing this Agreement or any other Loan Document delivered in connection herewith or therewith, as applicable; a certificate of another of such Loan Party's officers as to incumbency and signature of its Secretary. (j) The Agent shall have received certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of incorporation or organization and in each other jurisdiction listed on Schedule 10.1(j). (k) There shall be no material adverse change in the business, operations, assets, properties, liabilities, profits, prospects or financial position of the Loan Parties as determined by the Agent and the Majority Lenders in their sole discretion. (l) The Lenders shall be fully satisfied with the compliance by the Loan Parties with any and all applicable laws, statutes, rules and regulations relating to the conduct and operations of the business and properties of the Loan Parties. (m) The Borrower shall have received the proceeds of the Term Debt and the Agent shall have entered into an Intercreditor Agreement with the administrative agent for the Term Debt substantially in the form of Exhibit E hereto. (n) The Agent shall be satisfied with the terms and conditions of all material Debt (including, without limitation, the Term Debt) and other agreements of the Loan Parties and their Subsidiaries to remain outstanding after the Closing Date (including, without limitation, any subordination or other intercreditor provisions contained therein or applicable thereto). (o) The Agent shall be reasonably satisfied with the all intercompany arrangements relating to the acquisition, ownership and transfer of Inventory of a Loan Party or otherwise. (p) The Agent and the Lenders shall have received evidence reasonably satisfactory to them that all material requisite governmental and material third party consents and approvals (including, without limitation, consents with respect to each Loan Party and each of its Subsidiaries) to the transactions contemplated by this Agreement and the other Loan Documents have been obtained, and remain in full force and effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Agent that restrains, prevents or imposes materially adverse conditions upon any of the Loan Documents or any of the transactions contemplated thereby. (q) The terms of all sourcing arrangements among the Loan Parties and their suppliers shall have been fully disclosed to the Agent and the Lenders and there shall have been a resolution satisfactory to the Agent of any liens arising from any such supply arrangements. (r) There shall have been delivered to the Agent such additional instruments and documents as the Agent or its counsel reasonably may require or request. (s) The Bankruptcy Court shall have entered an order confirming the Borrower's Plan of Reorganization, which shall have been certified by the Clerk of the Bankruptcy Court as having been duly entered. Such order shall not have been reversed, modified, amended, vacated, or stayed, and, unless otherwise agreed by the Agent, all appeal periods relating to the confirmation order shall have expired, and no appeals (unless consented to by Agent) from the confirmation order shall be outstanding. All conditions precedent to confirmation and to the title insurance company "Effective Date" under and any recorded subdivision plat as defined in the Plan of Reorganization shall have been met (or the waiver thereof shall have been consented to by the Agent, which consent shall not be unreasonably withheld or delayed) and the "Effective Date" and Consummation Date of the LandPlan of Reorganization shall have occurred or shall be scheduled to occur but for the initial extension of credit under the Post-Confirmation Agreement on or after the Consummation Date. (t) After giving effect to the making of any loans under this Agreement (including the rollover of Loans under the DIP Loan Agreement), the payment of all fees and expenses required hereunder and the issuance of all Letters of Credit to be issued (including the Existing Letters of Credit), in each case on the date of and immediately subsequent to the "Effective Date" of the Borrower's Plan of Reorganization, the Loan Parties shall have minimum Combined Availability of at least $25,000,000. (u) The Borrower's Plan of Reorganization and the order of the Bankruptcy Court confirming such Plan of Reorganization shall be reasonably satisfactory in form and substance to the Agent. Without limiting the generality of the foregoing, the capital structure of the Loan Parties shall be reasonably satisfactory to the Agent in all respects and the terms of any Debt of the Loan Parties shall be satisfactory to the Agent. (v) The Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on any Collateral and proceeds thereof, except for Liens for which termination statements and releases reasonably satisfactory to the Agent are being tendered on the Closing Date. (w) The Agent shall have received all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Agent to be filed, registered, published or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, published or recorded to the satisfaction of the Agent. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 10.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 10.1, and (iii) all documents sent to such Lender for approval, consent or satisfaction were acceptable to such Lender.

Conditions Precedent to Closing. (a) The following obligations of DIGITAL and Sellers under this agreement shall be conditions precedent and are subject to fulfillment, prior to or at the closing Closing, of each of the Loan and the advance of Loan proceedsfollowing conditions: (ai) This AgreementThat AVE's representations and warranties contained herein shall be true and correct at the time of Closing, the Note, the Deed of Trust as if such representations and the other Loan Documents warranties were made at such time; (ii) That AVE in all material respects shall have been properly executed performed or complied with all agreements, terms and delivered conditions required by this Agreement to be performed or complied with by it prior to or at the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative time of the title company for recording Closing; (iii) That AVE's directors, by proper and payment sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have been made for properly approved all conveyancing and recording in connection with the settlement of the Loanmatters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawInc.'s Bulletin Board. (b) The Lender obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a paid policy certificate of title insurance on the current ALTA Form or DIGITAL and Sellers to such an effect signed by a valid duly authorized officer of DIGITAL and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount by each of the Loan Sellers; and (iii) That DIGITAL and which may be endorsed Sellers shall have performed or assigned to the successors complied with all agreements, terms and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust conditions required by this Agreement to be a valid first lien on performed or complied with by them prior to or at the Property, free time of Closing Date and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender AVE shall have received advice, in form a Certificate of DIGITAL and substance Sellers to such effect signed by or duly authorized officer of DIGITAL and from a source satisfactory to the Lender, to the effect that a search by each of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved.Sellers; (div) The Lender shall That DIGITAL's officers will have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (signed non-compete clauses in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.attached hereto as Exhibit "J";

Conditions Precedent to Closing. 4.1 The following obligation of Rogers to complete the transactions referred to above is conditional on the following: (A) the representations and warranties of @Home set out in Part 5 below shall be conditions precedent true on the closing date as if made at and as of such date; (B) Obtaining the approval of the board of directors of Rogers on or before March 17,1997; (C) No action or proceeding shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit the purchase by Rogers or the sale by @Home of the Series C Shares and the Warrants or the grant of the Licenses to Rogers; (D) As part of the closing procedures regarding the transactions contemplated herein, @Home shall execute and deliver the form of stock purchase agreement distributed in connection with @Home's Series C Convertible Preferred Stock offering for the purchase of the Series C Shares and the Warrants and related documents providing the customary representations and warranties and covenants generally provided to a purchaser of shares from an issuer provided that the form of stock purchase agreement and other definitive documents for the sale and issuance of the Series C Shares and the Warrants are subject to the final approval of the Board of Directors of Rogers; (E) Rogers shall have completed its due diligence to the extent set out in paragraph 2.8 above and the due diligence shall not have revealed any fact, matter, omission or misstatement of such a material nature as to lead a prudent person operating an Internet Service in circumstances similar to those of Rogers and involved in a transaction such as the one contemplated herein to conclude in its own best interests, that the transaction should not be completed; and (F) Simultaneously with the closing of the Loan and transactions set out herein by Rogers, Shaw shall complete its obligations set out herein. 4.2 The obligation of Shaw to complete the advance of Loan proceedstransactions referred to above is conditional upon: (aA) This Agreementthe representations and warranties of @Home set out in Part 5 below shall be true on closing date as if made at and as of such date; (B) Obtaining the approval of the board of directors of Shaw on or before March 17, 1997; (C) No action or proceeding shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit the Note, purchase by Shaw or the Deed sale by @Home of Trust the Series C Shares and the other Loan Documents shall have been properly executed and delivered to Warrants or the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative grant of the title company for recording Licenses to Shaw; (D) As part of the closing procedures regarding the transactions contemplated herein, @Home shall execute and payment shall have been made for all conveyancing and recording deliver the form of stock purchase agreement distributed in connection with @Home's Series C Convertible Preferred Stock offering for the settlement purchase of the Loan, Series C shares and the Warrants and related documents providing the customary representations and warranties and covenants generally provided to a purchaser of shares from an issuer provided that the form of stock purchase agreement and other definitive documents for any transfer or documentary stamp taxes due under any federal, state or municipal law.the sale and issuance of the Series C Shares and the Warrants are subject to the final approval of the Board of Directors of Shaw; (bE) The Lender Shaw shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory completed its due diligence to the Lender extent set out in paragraph 2.8 above and the amount due diligence shall not have revealed any fact, matter, omission or misstatement of the Loan such a material nature as to lead a prudent person operating an Internet Service in circumstances similar to those of Shaw and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be involved in a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except transaction such as the Lender one contemplated herein to conclude in its own best interests, that the transaction should not be completed; and (F) Simultaneously with the closing of the transactions set out herein by Shaw, Rogers shall complete its obligations set out herein. 4.3 The obligation of @Home to complete the transactions referred to above is conditional upon: (A) Obtaining the approval of the board of directors of @Home on or before March 20, 1997; (B) No action or proceeding shall be pending or threatened by any person, company, firm, government authority, regulatory body or agency to enjoin or prohibit the purchase by Rogers or Shaw or the sale by @Home of the Series C Shares and its counsel the Warrants or the grant of the Licenses to Rogers and Shaw; (C) Home shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory completed its due diligence to the Lenderextent set out in paragraph 2.8 above and the due diligence shall not have revealed any fact, matter, omission or misstatement of such a material nature as to the effect that lead a search prudent person operating an Internet Service in circumstances similar to those of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except @Home and involved in a transaction such as the Lender shall have approved.one contemplated herein to conclude in its own best interests, that the transaction should not be completed; (dD) The Lender the representations and warranties of Rogers and Shaw set out in Part 5 below shall have received all policies be true on the closing date as if made at and as of insurance required such date; (E) Simultaneously with the closing of the transactions set out herein by @Home, Rogers and Shaw shall complete their respective obligations set out herein; and (F) As part of the terms hereof closing procedures regarding the transaction contemplated herein, Rogers and Shaw shall execute and deliver the form of stock purchase agreement distributed in connection with @Home's Series C Convertible Preferred Stock offering for the purchase of the Series C Shares and Warrants and related documents providing customary representations and warranties and covenants generally provided by a purchaser to an issuer of shares, provided that the other Loan Documents definitive documents for the sale and issuance of the Series C Shares and related documents of the Warrants are subject to be in effect from a company or companies and in form and amount satisfactory final approval of @Home's Board of Directors prior to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullclosing. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the closing of purchase and sale transaction contemplated herein (the Loan and the advance of Loan proceeds:“Purchaser’s Conditions Precedent”): (ai) This AgreementPurchaser shall not have terminated this Agreement in accordance with Section 4, Section 5, Section 16(a), Section 16(b), Section 17 or any other applicable section of this Agreement within the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded time periods described in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawsaid sections. (bii) The Lender Title Company shall be irrevocably committed to issue, at the Closing, the Approved Title Policy. (iii) Purchaser shall have received received, no less than three (3) business days prior to the Closing, executed estoppel certificates in the form of the Approved Estoppels (as defined below) (with no changes other than de minimis changes reasonably approved by Purchaser) and not disclosing the existence of any default under the Leases referenced therein, from tenants occupying at least eighty percent (80%) of the leasable space in the Improvements which is leased as of the date of this Agreement and specifically including all of the Major Tenants (as defined below). Each executed estoppel certificate delivered to Purchaser shall be deemed to be satisfactory to Purchaser unless Purchaser provides Seller with written notice within three (3) business days of Purchaser’s receipt of such estoppel certificate of its disapproval of such estoppel certificate and the basis of such disapproval. A “Major Tenant” means each of the following tenants at the Property: Usability, PDI, Trilogy and Xxxxxxxx. Seller’s failure to obtain said estoppel certificates shall not be a paid policy of title insurance default by Seller under this Agreement. Seller shall prepare, or cause to be prepared, and deliver, on or before December 6, 2012, to Purchaser for review and approval the estoppel certificates Seller intends to deliver to the tenants, which shall be based on the current ALTA Form form of estoppel certificate in the form attached hereto as Exhibit D. If Purchaser fails to notify Seller of its approval of, or a valid and enforceable commitment to issue any changes to, the estoppel certificates it receives from Seller for approval within three (3) business days following Purchaser’s receipt of the same, from a company satisfactory Seller may forward such estoppel certificates to all the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal tenants of the Property indicating that without Purchaser’s prior approval. Seller shall, not later than promptly after the ratio expiration of the Loan amount Due Diligence Period, remit, or cause to be remitted, the “as-is” appraised value estoppel certificates to all the tenants of the Property does not exceed 75%. (f) The Lender shall have received for signature with any corrections provided by Purchaser. Estoppel certificates prepared by Seller and approved a property (or deemed approved) by Purchaser as provided above are referred to, collectively, as “Approved Estoppels”. Notwithstanding the foregoing, in the event the condition report of the Property. (gdescribed in this Section 9(a)(iii) The Lender shall not have received and approved a copy of a current Survey of the Land certified been satisfied, either Seller or Purchaser may elect by notice to the Lender and other to extend the title insurance company and any recorded subdivision plat of the LandClosing for a period not to exceed thirty (30) days in order to satisfy such condition.

Conditions Precedent to Closing. The following Subject to Section 3.02, the obligation of the Lenders hereunder shall be subject to the conditions precedent that the Facility Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the closing of the Loan and the advance of Loan proceedsFacility Agent: (a) This Agreement, each of the Note, the Deed of Trust and the other Loan Facility Documents shall have been properly duly executed and delivered to by the Lenderparties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Deed of Trust shall be acknowledged Parent and recorded the Portfolio Manager as in effect on the appropriate public office or delivered to Closing Date; (c) true and complete copies certified by a representative Responsible Officer of the title company for recording Borrower of all Governmental Authorizations, Private Authorizations and payment shall have been made for all conveyancing and recording Governmental Filings (other than the UCC financing statements to be filed pursuant to clause (f) below), if any, required in connection with the settlement transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the LoanBorrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of the board of directors of the Parent approving this Agreement and the other Facility Documents to which the Borrower is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.(v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (be) The Lender shall have received a paid policy certificate of title insurance on a Responsible Officer of the current ALTA Form Portfolio Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors approving this Agreement and the other Facility Documents to which it is a valid party and enforceable commitment the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to issue which it is a party are true and correct in all material respects as of the same, from a company satisfactory Closing Date (except to the Lender extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) to the best of its knowledge, no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) proper financing statements, under the UCC in all jurisdictions that the Facility Agent deems necessary or desirable in order to perfect the interests in the amount Collateral contemplated by this Agreement; (g) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any predecessor in interest (including any transferor); (h) legal opinions (addressed to each of the Loan and which may be endorsed or assigned Secured Parties) of (i) Milbank LLP, U.S. counsel to the successors Borrower and assigns of the Lender without additional costPortfolio Manager, insuring and (ii) Xxxxx Xxxxxxx LLP, counsel to the lien of the Deed of Trust to be a valid first lien on the PropertyCollateral Agent, free and clear of all defects, exceptions and encumbrances except covering such matters as the Lender Facility Agent and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”).reasonably request; (ci) The Lender shall have received advice, in form and substance and from a source evidence satisfactory to the Lender, to the effect Facility Agent that a search all of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against Covered Accounts are in existence; and the Property except such as the Lender Account Control Agreement shall have approved.been executed and delivered by the Borrower, the Collateral Agent and the Custodian and shall be in full force and effect; (dj) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount evidence satisfactory to the Lender, including without limitation, flood insurance (in the amount Facility Agent that any agreements of the Loan or Borrower, other than the maximum limit Facility Documents, have been terminated and all obligations of coverage available on the Property, whichever is less or Borrower thereunder have been released; (k) evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, Facility Agent that all Closing Date Expenses and outstanding fees and premiums due on account thereof expenses of the Collateral Agent have been paid in full.; (el) The each of the Eligible Hedge Agreements, if any, duly executed and delivered by the parties thereto, which shall each be in full force and effect; (m) delivery of the Collateral (including any promissory note, executed assignment agreements and copies of any other Related Documents in Microsoft Word format or portable document format (.pdf) available to the Borrower for each initial Collateral Obligation) in accordance with Section 12.20 shall have been effected; (n) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for (A) those which are being released on the Closing Date, (B) those granted pursuant to this Agreement and the Account Control Agreement and (C) Permitted Liens; (ii) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (i) above; (iii) the Borrower has not assigned, pledged or otherwise encumbered its interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests granted pursuant to this Agreement and the Account Control Agreement; (iv) the Borrower has full right to grant a security interest in and assign and pledge all of its right, title and interest in such Collateral to the Collateral Agent; and (v) upon grant by the Borrower, Delivery of the Collateral and execution of the Account Control Agreement, the Collateral Agent has a first priority (subject to Permitted Liens) perfected security interest in the Collateral; (o) [reserved]; (p) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have received and approved an appraisal reasonably requested; and (q) a certificate of a Responsible Officer of the Property indicating that the ratio Borrower, dated as of the Loan amount Closing Date, to the “as-is” appraised value effect that, in the case of the Property does not exceed 75%.Collateral Obligations owned by the Borrower on the Closing Date: (fi) The Lender shall have received and approved a property condition report each of the Property.Collateral Quality Tests and the Concentration Limitations is satisfied; and (gii) The Lender shall have received and approved with respect to any Collateral Obligation with a copy of Credit Estimate, such Credit Estimate has been assigned by Moody’s, S&P or DBRS within one year prior to the Closing Date or a current Survey request for an updated Credit Estimate has been submitted by or on behalf of the Land certified to the Lender Borrower and to the title insurance company and any recorded subdivision plat of the Landis pending receipt.

Conditions Precedent to Closing. The effectiveness of this Agreement is subject to and conditioned on the satisfaction of each of the following conditions precedent (or waiver by the Party entitled to the benefit of such condition precedent) (the time of such satisfaction or waiver of all of the following conditions is referred to herein as the “Closing”), and thereafter this Agreement shall be conditions precedent binding upon and inure to the closing benefit of the Loan Parties and their respective successors and assigns. Xxxxxx agrees that the advance failure to satisfy any of Loan proceeds:the conditions set forth in this Agreement shall in no way affect or impair the obligations of any Party or be construed as a waiver by any Party of any of Broadridge’s rights under any of the MSA Documents or hereunder. (a) This Broadridge shall have received each of the following: (i) this Agreement, the Noteduly authorized, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered by PWI, PFSC and PFSI; (ii) written confirmation from Xxxxxx, in a form reasonably acceptable to Broadridge, that the Acquisition Transaction has closed; (iii) written confirmation from Xxxxxx, in a form reasonably acceptable to Broadridge, that Xxxxxx consents to Broadridge’s entry into the New Services Agreement with Ridge concerning the Transferred Accounts; (iv) written confirmation from Xxxxxx that Newco has received all expected equity contributions from Apex Clearing Solutions LLC (or an affiliate thereof); (v) the New Services Agreement, fully executed, authorized and delivered by Ridge; and (vi) such other agreements, documents, instruments and certificates as Broadridge may reasonably request related to the Lender, transactions contemplated by this Agreement and the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawAcquisition Transaction. (b) The Lender Xxxxxx shall have received a paid policy each of title insurance on the current ALTA Form following or a valid the following shall have occurred (as applicable): (i) this Agreement, duly authorized, executed and enforceable commitment to issue the same, delivered by Broadridge; (ii) written confirmation from a company satisfactory Broadridge that it consents to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”).Acquisition Transaction; and (ciii) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approvedAcquisition Transaction has closed. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following shall be conditions precedent 4.01 Operating Partnership's obligation under this Agreement to consummate the transactions contemplated herein is subject to the closing fulfillment of each of the Loan and the advance of Loan proceeds:following conditions. (a) This AgreementThe representations and warranties of Pilevsky contained herein shall be true, accurate and correct in all material respects as of the NoteClosing Date, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered except to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered extent they expressly relate only to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawan earlier date. (b) The Lender All consents and approvals of governmental authorities and parties to agreements to which Pilevsky is a party or by which any asset owned by Pilevsky is bound that are required with respect to the consummation of the transactions contemplated by this Agreement shall have received a paid policy of title insurance on the current ALTA Form been obtained and copies thereof shall have been delivered to Operating Partnership at or a valid and enforceable commitment to issue the same, from a company satisfactory prior to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)Closing. (c) The Lender On or prior to the Closing Date, (i) Pilevsky shall not have applied for or consented to the appointment of a receiver, trustee or liquidator for himself or any of his assets unless the same shall have received advice, in form and substance and from a source satisfactory been discharged prior to the LenderClosing Date, and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the effect that Closing Date, (ii) Pilevsky shall not have admitted in writing an inability to pay his debts as they mature, (iii) Pilevsky shall not have made a search general assignment for the benefit of the applicable public records discloses no conditional sales contractscreditors, chattel mortgages(iv) Pilevsky shall not have been adjudicated a bankrupt or insolvent, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from had a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required petition for reorganization granted with respect to Pilevsky, (v) Pilevsky shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the Property)material allegations of a petition filed against him in any proceeding under any such law or statute, together with written evidenceor had any petition filed against him in any proceeding under any such law or statute unless the same shall have been dismissed, in form and substance satisfactory canceled or terminated prior to the Lender, that all fees and premiums due on account thereof have been paid in fullClosing Date. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following shall be conditions precedent All obligations of Purchaser under this Agreement are subject to the fulfillment, on or prior to the closing date, of each of the Loan and the advance of Loan proceedsfollowing conditions: (a) This Agreement, 9.1. That the Note, representations of the Deed Acquired Company and of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust Purchaser shall be acknowledged true at and recorded in the appropriate public office or delivered to a representative as of the title company for recording closing date as though such representations were made at and payment shall have been made for all conveyancing and recording in connection with the settlement as of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.such time; (b) The Lender 9.2. That Purchaser shall have received a paid policy of title insurance written opinion, dated on the current ALTA Form or a valid and enforceable commitment to issue closing date, of counsel representing the sameAcquired Company, from a company satisfactory to the Lender effect that the Acquired Company has been duly incorporated and is in good standing under the laws of the State of its organization with a capitalization as represented in this Agreement; that the Acquired Company is duly licensed or qualified to do business in any and all States or jurisdictions in which it does business or where in the amount opinion of Counsel such qualification is required; that such counsel knows of no litigation, investigation, or governmental proceeding pending or threatened against the Acquired Company which might result in any material adverse change in the business, properties, or financial condition of the Loan and which may be endorsed Acquired Company or assigned to in any liability on the successors and assigns part of the Lender without additional cost, insuring Acquired Company; and that the lien assignment and delivery of the Deed Shares of Trust the Acquired Company pursuant to be a valid first lien on the Propertythis Agreement will vest in Purchaser all right, title and interest in and to such Shares, free and clear of all defectsliens, exceptions encumbrances and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)equities. (c) The Lender 9.3. That Purchaser shall have received advice, in form a certificate dated on the closing date and substance and from a source satisfactory to signed by the Lender, to the effect that a search President of the applicable public Acquired Company, that since the date of this Agreement the Acquired Company has not done or permitted to be done any of the acts or things prohibited by this Agreement; 9.4. That the auditors and accountants appointed by the Acquired Company to examine the books and records discloses of the Acquired Company shall not as of the closing date have rendered a report to Purchaser stating that the financial condition of Acquired Company is not substantially as represented herein or that in their opinion the Acquired Company has contingent liabilities material in amount beyond that described in the Balance Sheet annexed hereto or as disclosed herein; 9.5. That no conditional sales contracts, chattel mortgages, leases of personalty, financing statements claim or title retention agreements filed or recorded liability not fully covered by insurance shall have been asserted against the Property except Acquired Company nor has it suffered any loss on account of fire, flood, accident or other calamity of such a character as the Lender to materially adversely affect their financial condition, regardless of whether or not such loss shall have approved. (d) The Lender been insured, and that Purchaser shall have received all policies of insurance required on the closing date a certificate signed by the terms hereof President of the Acquired Company so stating; 9.6. That all covenants and indemnifications made herein by the other Loan Documents Acquired Company which are to be in effect from a company performed at or companies and in form and amount satisfactory prior to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof closing shall have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.duly performed;

Conditions Precedent to Closing. The following shall be 5.1 Parties' conditions precedent prior to the closing Closing Date. All of the Loan rights, duties and obligations of each of the advance Parties hereto under this Agreement are subject to the following conditions precedent for the exclusive benefit of Loan proceeds:each of the Parties fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the case may be, as soon as possible after the Effective Date, however, unless specifically indicated as otherwise, not later than one year after the Effective Date and not late than 60 calendar days prior to the Closing Date (as hereinafter defined; and such date being the "Subject Removal Date" herein): (a) This receipt of all necessary approvals, including Regulatory Approval, from all Regulatory Authorities having jurisdiction over the Parties hereto and the transactions contemplated by this Agreement, to the Note, the Deed terms and conditions of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.transactions contemplated by this Agreement; and (b) The Lender shall have received if required, shareholders of the Optionee passing an ordinary resolution or, where required, a paid policy special resolution, approving the terms and conditions of title insurance on this Agreement and all of the current ALTA Form or a valid and enforceable commitment to issue transactions contemplated hereby or, in the samealternative, from a company satisfactory shareholders of the Optionee holding 100% of the issued shares of the Optionee providing written consent resolutions evidencing their approval to the Lender in the amount terms and conditions of this Agreement and all of the Loan transactions contemplated hereby. 5.2 Parties' waiver of conditions precedent. The conditions precedent set forth in section "5.1" hereinabove are for the exclusive benefit of each of the Parties hereto and which may be endorsed waived by each or assigned to the successors and assigns any of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, Parties in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies writing and in form and amount satisfactory to whole or in part at any time, however, not later than the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullSubject Removal Date. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The Furukawa shall have the right, subject to section 2.11, to notify JDS and Uniphase that it is terminating this Agreement (and Uniphase and JDS acknowledge and agree that in such instance, the Merger Agreement is automatically terminated) if the following shall be conditions precedent to have not been fulfilled (which are for the closing FCo Group's exclusive benefit and may be waived by Furukawa on behalf of the Loan and the advance of Loan proceeds:FCo Group): (a) This Agreementon the Effective Date, the NoteOsler, the Deed of Trust and the other Loan Documents Xxxxxx & Harcourt shall have been properly executed and delivered an opinion letter addressed to the Lender, the Deed of Trust shall be acknowledged and recorded Furukawa or its Affiliates substantially in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.form attached hereto as Schedule A; (b) The Lender as of the Effective Date, the Japanese taxation authorities shall have received continued to confirm orally to representatives of Furukawa, in a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company form satisfactory to Furukawa acting reasonably, that the Lender in the amount conversion of the Loan JDS Common Shares into Class B Non-Voting Preference Shares and which may be endorsed or assigned to the successors exchange thereof for Exchangeable Shares and assigns the Ancillary Rights will occur on a tax-free basis under the taxation Laws of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”).Japan; (c) The Lender on or prior to the Effective Date a Registration Rights Agreement substantially in the form attached hereto as Schedule B shall have received advicebeen executed by Uniphase and Exchangeco, in form and substance and from a source satisfactory amended as required if the Exchangeable Shares are to be held by more than one Affiliate of Furukawa on the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved.Effective Date; (d) The Lender on or prior to the Effective Date, the Uniphase Rights Agreement shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be been amended in effect from a company or companies and in form and amount satisfactory to Furukawa, acting reasonably, such amendments to include provisions providing that (i) FCo Group will not be an "Acquiring Person" as a result of the Lenderacquisition of Uniphase Common Shares pursuant to the Merger Agreement; (ii) so long as FCo Group owns 5% or more of the outstanding Uniphase Common Shares, including without limitation, flood insurance (the definition of "Acquiring Person" in the amount Rights Agreement shall not be amended without the prior written consent of Furukawa, and (iii) any member of the Loan FCo Group may acquire, directly or indirectly, the maximum limit shares or assets of coverage available on any Person that owns Uniphase Common Shares, without causing any member of the PropertyFCo Group to become an "Acquiring Person", whichever is less or evidence provided that flood insurance is not available or otherwise required with respect the FCo Group agrees to sell such Uniphase Common Shares within 180 days of the Property), together with written evidence, in form and substance satisfactory to completion of the Lender, that all fees and premiums due on account thereof have been paid in full.acquisition; (e) The Lender on the Effective Date, Xxxxxxxx & Xxxxxxxx LLP shall have received and approved delivered an appraisal opinion letter addressed to Uniphase substantially in the form of the Property indicating that the ratio of the Loan amount opinion letter required by section 2.9(e) and upon which Furukawa and its Affiliates shall be entitled to the “as-is” appraised value of the Property does not exceed 75%.rely; and (f) The Lender on or prior to the Effective Date, professional fees (both accounting and legal) incurred by Furukawa in assessing Alternative Transactions shall have received and approved a property condition report of the Propertybeen reimbursed to Furukawa by Uniphase or JDS. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. 5.2.1 Conditions in favor of V-Sciences The following Closing shall be subject to the prior fulfillment of each of the following conditions precedent to the closing in favor of V-Sciences unless otherwise waived: a) The representations and warranties of the Loan Company contained in Section 7.1 shall be true and correct in all material respects as of the advance of Loan proceeds:Closing (except that representations and warranties qualified by materiality or a Material Adverse Effect shall be true and correct in all respects). (ab) This Agreement, the Note, the Deed of Trust and the other Loan Documents The Company shall have been properly executed performed and delivered complied with all covenants, agreements, obligations and conditions contained in this Subscription Agreement that are required to be performed or complied with by the LenderCompany on or before such Closing. c) All authorizations, the Deed approvals or permits, if any, of Trust shall be acknowledged and recorded in the appropriate public office any governmental authority or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording regulatory body that are required in connection with the settlement lawful issuance and sale of the Loan, Shares pursuant to this Subscription Agreement shall be obtained and for any transfer or documentary stamp taxes due under any federal, state or municipal laweffective as of such Closing. (bd) The Lender Company, V-Sciences, any other investor participating in the Series E Round and the other shareholders of the Company representing 85% of all outstanding Shares prior to the Closing of the Series E Financing Round shall have executed and delivered the Shareholders’ Agreement (or a joinder agreement thereto), in substantially the form of Annex 0 hereto. e) The Company, V-Sciences, any other Investor requesting so and the other shareholders of the Company named as parties thereto shall have executed and delivered the Registration Rights Agreement (or a joinder agreement thereto), in substantially the form of Annex 5.2.1(e) hereto. f) V-Sciences and any other Investor requesting so shall have received a paid policy of title insurance on from XXXXXXX XX, counsel for the current ALTA Form or a valid and enforceable commitment to issue the sameCompany, from a company satisfactory to the Lender in the amount an opinion, dated as of the Loan and which may be endorsed or assigned date of such Closing, in substantially the form Annex 5.2.1(f) attached to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its this Subscription Agreement. g) Legal counsel shall have approved delivered to V-Sciences and containing affirmative insurance against mechanics liens any other Investor requesting so a certificate, dated as of the date of such Closing, certifying (i) the resolutions of the Board of Directors of the Company approving the Subscription Agreement and the transactions contemplated under such Agreement, and (ii) resolutions of the shareholders of the Company approving the issuance of Series E Preferred Shares and the Revised Articles of Association in Annex 3.3 h) All corporate and other proceedings in connection with the transactions contemplated at such Closing and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender all documents incident thereto shall have received advice, be reasonably satisfactory in form and substance to V-Sciences and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender Investors shall have received all policies such counterpart original and certified or other copies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount such documents as reasonably requested. Subscription Agreement regarding AC Immune SA as of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.16 October 2015 10

Conditions Precedent to Closing. The following obligations of the Parties under this Agreement shall be conditions precedent and are subject to fulfillment, prior to or at the closing Closing, of each of the Loan and the advance of Loan proceedsfollowing conditions: (a) This Agreement, Each of the Note, representations and warranties of the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust Parties contained herein shall be acknowledged true and recorded in correct at the appropriate public office or delivered to a representative time of the title company Closing Date as if such representations and warranties were made at such time except for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer changes permitted or documentary stamp taxes due under any federal, state or municipal law.contemplated by this Agreement; (b) The Lender Parties shall have received a paid policy of title insurance on performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount time of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”).Closing; (c) The Lender Weixin BVI shall have received advicereceived, in form and substance and from provided a source satisfactory copy to the LenderCompany, to the effect that a search an opinion of each of the applicable public records discloses no conditional sales contractsHan Kun Law Offices, chattel mortgagesWeixin BVI’s counsel in the People’s Republic of China, leases of personaltyand Xxxxxxx Xxxx & Xxxxxxx, financing statements or title retention agreements filed or recorded against Xxxxxx BVI’s legal counsel in the Property except such British Virgin Islands, substantially in the forms attached hereto as the Lender shall have approved.Exhibit A; (d) The Lender Prior to Closing the Company shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from engaged a company or companies and in form and amount satisfactory Company-sponsored equity research firm that is mutually acceptable to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form Company and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full.Weixin BVI; (e) The Lender Company shall have received cancelled 6,679,899 shares of Common Stock and approved an appraisal warrants to purchase 7,804,803 shares of Common Stock owned by certain of the Property indicating Company’s original stockholders (the “Share and Warrant Cancellation”) pursuant to that the ratio certain Share and Warrant Cancellation Agreement dated as of the Loan amount to date of this agreement entered into by and among the “as-is” appraised value Company and its stockholders, a copy of the Property does not exceed 75%.which is attached as Exhibit B; (f) The Lender Company shall have received and approved a property condition report conducted an initial closing of the Property.Equity Financing of at least the Minimum Offering Amount; and (g) The Lender Company, Weixin BVI and WestPark shall have received entered into a Placement Agent Agreement on mutually acceptable terms for WestPark’s engagement as the placement agent for the Equity Financing; and (h) All agreements and approved a copy of a current Survey documents required to be executed and delivered at the initial closing of the Land certified Equity Financing pursuant to the Lender Placement Agent Agreement shall have been duly executed and delivered by the necessary persons and/or entities prior to the title insurance company and any recorded subdivision plat of the LandClosing.

Conditions Precedent to Closing. The following shall be conditions precedent 4.01 Operating Partnership's obligation under this Agreement to consummate the transaction contemplated herein is subject to the closing fulfillment of each of the Loan and the advance of Loan proceeds:following conditions. (a) This AgreementThe representations and warranties of Pilevsky contained herein shall be true, accurate and correct in all material respects as of the NoteClosing Date, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered except to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered extent they expressly relate only to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawan earlier date. (b) The Lender All consents and approvals of governmental authorities and parties to agreements to which Pilevsky is a party or by which any of his assets is bound that are required with respect to the consummation of the transactions contemplated by this Agreement shall have received a paid policy of title insurance on the current ALTA Form been obtained and copies thereof shall have been delivered to Operating Partnership at or a valid and enforceable commitment to issue the same, from a company satisfactory prior to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)Closing. (c) The Lender On or prior to the Closing Date, (i) Pilevsky shall not have applied for or consented to the appointment of a receiver, trustee or liquidator for himself or any of his assets unless the same shall have received advice, in form and substance and from a source satisfactory been discharged prior to the LenderClosing Date, and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the effect that Closing Date, (ii) Pilevsky shall not have admitted in writing an inability to pay his debts as they mature, (iii) Pilevsky shall not have made a search general assignment for the benefit of the applicable public records discloses no conditional sales contractscreditors, chattel mortgages(iv) Pilevsky shall not have been adjudicated a bankrupt or insolvent, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from had a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required petition for reorganization granted with respect to him, (v) Pilevsky shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the Property)material allegations of a petition filed against him in any proceeding under any such law or statute, together with written evidenceor had any petition filed against him in any proceeding under any such law or statute unless the same shall have been dismissed, in form and substance satisfactory canceled or terminated prior to the Lender, that all fees and premiums due on account thereof have been paid in fullClosing Date. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. 10.1 The following obligations of RM Eastview under this Agreement to assign the Ground Lease and to perform the other covenants and obligations to be performed by RM Eastview on or before the Closing Date shall be conditions precedent subject to the closing following conditions (all or any of the Loan and the advance of Loan proceeds:which may be waived, in whole or in part, by RM Eastview): (a) This Agreement, The representations and warranties made by Xxxx-Xxxx herein shall be true and correct in all material respects with the Note, same force and effect as though such representations and warranties had been made on and as of the Deed Closing Date; (b) RM Eastview shall have performed all covenants and obligations undertaken by RM Eastview herein in all respects and complied with all conditions required by this Agreement to be performed or complied with by it on or before the Closing Date; and (c) Xxxx-Xxxx shall have delivered to RM Eastview all of Trust the documents provided herein for said delivery. 10.2 The obligations of Xxxx-Xxxx to assume the Ground Lease and to perform the other Loan Documents covenants and obligations to be performed by Xxxx-Xxxx on or before the Closing Date shall be subject to the following conditions (all or any of which may be waived, in whole or in part, by Xxxx-Xxxx): (a) RM Eastview shall have been properly executed taken, at its sole cost and delivered expense and in a manner reasonably satisfactory to the LenderXxxx-Xxxx, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered such necessary action (including but not limited to a representative subdivision of the title company for recording and payment shall have been made for all conveyancing and recording in connection with Land, if required) to cause the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.Property to be assessed as a separate tax lot; (b) The Lender County shall have received duly executed, acknowledged and delivered to Xxxx-Xxxx a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender landlord estoppel certificate as provided for in the amount Section 22.1 of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”).Ground Lease; (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search survey of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved.include a certification to Xxxx-Xxxx and its successors and assigns; (d) The Lender representations and warranties made by RM Eastview herein shall have received be true and correct in all policies of insurance required by material respects with the terms hereof same force and by the other Loan Documents to be in effect from a company or companies as though such representations and in form warranties had been made on and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount as of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full.Closing Date; (e) The Lender RM Eastview shall have received performed all covenants and approved an appraisal of obligations undertaken by RM Eastview herein in all respects and complied with all conditions required by this Agreement to be performed or complied with by it on or before the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%.Closing Date; (f) The Lender shall have received and approved Title Company is unconditionally prepared to issue a property condition report of Title Policy meeting the Property.requirements for an "insurable title" as set forth in Section 3.3 hereof; (g) The Lender Property shall be in compliance with all Environmental Laws; (h) There shall not be any sewer moratorium affecting the Property; and (i) RM Eastview shall have received and approved a copy of a current Survey delivered to Xxxx-Xxxx all of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Landdocuments provided herein for said delivery.

Conditions Precedent to Closing. The following shall be conditions precedent obligation of the Investor hereunder to purchase the Note at the Closing is subject to the closing satisfaction, at or before the date of the Loan Closing, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the advance of Loan proceeds:Investor at any time in its sole discretion. (a) This Agreement, the Note, the Deed of Trust The Representations and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative Warranties of the title company for recording Company are true and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawcorrect. (b) The Lender No event shall have received occurred since the date of this Agreement that could result in, or reasonably be expected to result in a paid policy of title insurance Material Adverse Effect, where “Material Adverse Effect” shall mean any condition, circumstance, or situation that may result in, or would reasonably be expected to result in (i) a material adverse effect on the current ALTA Form legality, validity or enforceability of this Agreement or the Note, (collectively, the “Transaction Documents”), (ii) a valid and enforceable commitment to issue material adverse effect on the sameresults of operations, from a company satisfactory to the Lender in the amount assets, business, prospects or condition (financial or otherwise) of the Loan and which may be endorsed Company, or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be (iii) a valid first lien material adverse effect on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and Company or it’s ability to perform in any material respect on a timely basis its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)obligations under any Transaction Document. (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search shares of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases Company’s common stock (the “Common Stock”) shall be authorized for quotation or trading on the OTC Markets OTCQB (the “Primary Market”) and trading in the common stock of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender Company shall not have approvedbeen suspended for any reason. (d) The Lender shall have received all policies Company is, and has been for a period of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory at least 90 days immediately prior to the LenderClosing, including without limitation, flood insurance (in subject to the amount reporting requirements of section 13 or 15(d) of the Loan or Securities Exchange Act of 1934 (the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property“Exchange Act”), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received Standby Equity Distribution Agreement dated February 27, 2020 between the Company and approved an appraisal of the Property indicating that the ratio of the Loan amount to Investor (the “as-is” appraised value of the Property does not exceed 75%SEDA”) is in full force and effect. (f) The Lender shall have received and approved a property condition report Company’s registration statement on Form S-3 (File No. 333-232614) under Section 5 of the Property. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (gthe “Securities Act”) The Lender shall have received and approved or another registration statement on a copy of a current Survey form promulgated by the SEC for which the Company then qualifies for the registration of the Land certified offer and sale of securities to be offered and sold by the Lender Company, as the same may be amended and supplemented from time to time and including any information deemed to be a part thereof pursuant to Rule 430B under the title insurance company Securities Act and any recorded subdivision plat of successor registration statement filed by the LandCompany with the SEC under the Securities Act on a form promulgated by the SEC for which the Company then qualifies and which form shall be available for the registration securities to be offered and sold by the Company, shall be effective (collectively the “Registration Statement”).

Conditions Precedent to Closing. The following shall be conditions precedent All obligations of Acquired Company and Purchaser under this Agreement are subject to the fulfillment, on or prior to the closing date, of each of the Loan and the advance of Loan proceedsfollowing conditions: (a) This Agreement, 8.1. That the Note, the Deed representations of Trust Purchaser and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust Acquired Company shall be acknowledged true at and recorded in the appropriate public office or delivered to a representative as of the title company for recording closing date as though such representations were made at and payment shall have been made for all conveyancing and recording in connection with the settlement as of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.such time; (b) The Lender 8.2. That Purchaser shall have received a paid policy of title insurance written opinion, dated on the current ALTA Form or a valid and enforceable commitment to issue closing date, of counsel representing the sameAcquired Company, from a company satisfactory to the Lender effect that the Acquired Company has been duly incorporated and is in good standing under the laws of the State of its organization with a capitalization as represented in this Agreement; that the Acquired Company is duly licensed or qualified to do business in any and all States or jurisdictions in which it does business or where in the amount opinion of Counsel such qualification is required; that such counsel knows of no litigation, investigation, or governmental proceeding pending or threatened against the Acquired Company which might result in any material adverse change in the business, properties, or financial condition of the Loan and which may be endorsed Acquired Company or assigned to in any liability on the successors and assigns part of the Lender without additional cost, insuring Acquired Company; and that the lien assignment and delivery of the Deed Shares of Trust the Acquired Company pursuant to be a valid first lien on the Propertythis Agreement will vest in Purchaser all right, title and interest in and to such Shares, free and clear of all defectsliens, exceptions encumbrances and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”).equities; (c) The Lender 8.3. That Purchaser shall have received advice, in form a certificate dated on the closing date and substance and from a source satisfactory to signed by the Lender, to the effect that a search President of the applicable public records discloses Acquired Company, that since the date of this Agreement the Acquired Company has not done or permitted to be done any of the acts or things prohibited by this Agreement; 8.4. That no conditional sales contracts, chattel mortgages, leases of personalty, financing statements claim or title retention agreements filed or recorded liability not fully covered by insurance shall have been asserted against the Property except Purchaser or the Acquired Company nor has either party suffered any loss on account of fire, flood, accident or other calamity of such a character as the Lender to materially adversely affect their financial condition, regardless of whether or not such loss shall have approvedbeen insured. (d) The Lender shall have received 8.5. That all policies of insurance required covenants and indemnification's made herein by the terms hereof Purchaser and by the other Loan Documents Acquired Company which are to be in effect from a company performed at or companies and in form and amount satisfactory prior to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof closing shall have been paid in full.duly performed; (e) The Lender 8.6. That at the time of closing the Common Stock of Purchaser shall have received not be the subject of any investigation or inquiry by the Securities and approved an appraisal Exchange Commission, the National Association of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company Securities Dealers, and any recorded subdivision plat of the Landother State or Federal regulatory body.

Conditions Precedent to Closing. The following This Agreement shall be conditions precedent to become effective on the closing date (“Closing Date”) that each of the Loan and the advance of Loan proceeds:following conditions has been satisfied (or waived in accordance with this Agreement): (a) This Agreement, the Note, the Deed of Trust and the other Each Loan Documents Document shall have been properly duly executed and delivered to Administrative Agent by each of the Lendersignatories thereto, the Deed of Trust and each Obligor shall be acknowledged and recorded in the appropriate public office or delivered compliance with all terms of each Loan Document to which it is a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawparty. (b) The Lender Administrative Agent shall have received a paid policy (i) acknowledgments of title insurance on all filings or recordations necessary to perfect its Liens in the current ALTA Form Collateral, or a valid and enforceable commitment to issue the same, from a company arrangements reasonably satisfactory to the Lender in the amount of the Loan Administrative Agent for such filings and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel recordations shall have approved been made (and containing affirmative insurance against mechanics liens all filing and recording fees and taxes in connection therewith shall have been duly paid or arrangements reasonably satisfactory to Administrative Agent for the payment of such fees and taxes shall have been made), and (ii) subject to Section 10.1.15, UCC and Lien searches and termination documents or other and further endorsements or coverages as Lender may reasonable require (evidence reasonably satisfactory to Administrative Agent that such Liens are the “Title Policy”)only Liens upon the Collateral, except Permitted Liens. (c) The Lender Administrative Agent shall have received adviceLien Waivers with respect to any location where Eligible Spare Parts Inventory is held (other than Inventory located at customer locations in the Ordinary Course of Business); provided that no such Lien Waiver is required so long as a Rent and Charges Reserve has been deducted from the Borrowing Base in respect of such Eligible Spare Parts Inventory. (d) Subject to Section 10.1.15, Administrative Agent shall have received duly executed Deposit Account Control Agreements on each Deposit Account (other than an Excluded Account and the Secured Notes Collateral Account) (i) that is a collections account and (ii) as required by Section 8.6, Securities Account Control Agreements and agreements establishing each Dominion Account and, if applicable, related lockbox, in form and substance and from a source reasonably satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approvedAdministrative Agent. (de) The Lender Administrative Agent shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidencecertificates, in form and substance reasonably satisfactory to the Lenderit, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal from a knowledgeable Senior Officer of the Property indicating that the ratio Company certifying that, as of the Loan amount Closing Date, after giving effect to the “as-is” appraised value Transactions (including, without limitation, any initial Loans made or Letters of Credit issued or Existing Letters of Credit deemed issued hereunder on the Property does not exceed 75%Closing Date), the Company and its Subsidiaries, taken as a whole, are Solvent. (f) The Lender Administrative Agent shall have received and approved a property condition report certificate of a duly authorized Senior Officer of each Obligor, certifying as of the PropertyClosing Date (i) that attached copies of such Person’s Organizational Documents, as applicable, are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents on behalf of such Person, as applicable. Administrative Agent may conclusively rely on this certificate until it is otherwise notified by such Person in writing. (g) The Administrative Agent shall have received a written opinion of Xxxxxx & Xxxxxx LLP, in form and substance reasonably satisfactory to Administrative Agent. (h) Administrative Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Person’s jurisdiction of organization. Administrative Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Person’s jurisdiction of organization as of a reasonably recent date. (i) Subject to Section 10.1.15, Administrative Agent shall have received certificates of insurance for the insurance policies carried by Obligors reasonably satisfactory to Administrative Agent, as well as all necessary endorsements naming Administrative Agent as an additional insured and lender loss payee with respect to the Collateral, as the case may be, all in compliance with the Loan Documents. (j) No event shall have occurred or circumstance exist since December 31, 2017 that has or would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (k) Borrowers shall have paid all reasonable and documented costs and expenses of the Lead Left Arranger, Administrative Agent and Lenders (including, without limitation, reasonable and documented fees (including such fees agreed upon in the Engagement Letter), disbursements and other charges of one firm of counsel for Administrative Agent, the Lead Left Arranger and their Affiliates, due diligence expenses, the costs of lender meetings, and the audit and appraisal fees and expenses (including, without limitation, reasonable and documented costs and expenses for travel, lodging and meals for personnel, out-of-pocket examination costs and customary charges for field examinations and the preparation of reports) for Administrative Agent) for which invoices with reasonable detail and supporting documentation have been presented at least 1 Business Day prior to the Closing Date. (l) Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to it, of a duly authorized Senior Officer of each Borrower certifying that, as of the Closing Date, upon the Borrowing of Loans, giving effect to the issuance or deemed issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith and therewith, as well as any payables stretched beyond their customary payment practices, on the Closing Date Excess Availability (based on the Borrowing Base Report described in clause (r) below) shall be at least $10,000,000. (m) Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to it, of a duly authorized Senior Officer of each Obligor, certifying that, as of the Closing Date, the conditions specified in Sections 6.1(s) and (u) and Sections 6.2(a) and (b) are satisfied. (n) Administrative Agent and Lenders shall have received (i) pro forma consolidated financial statements of the Company and its Subsidiaries and consolidating financial statements of the Borrowers, in each case, giving effect to the initial funding of Loans, issuance of Letters of Credit and the funding of the Secured Notes on or before the Closing Date, (ii) forecasts prepared by management of the Borrowers (each in form reasonably satisfactory to Administrative Agent and the Lenders, and evidencing Borrowers’ ability to comply with the financial covenant set forth in Section 10.3) of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the Closing Date and on an annual basis for each year thereafter during the term of this Agreement, (iii) Audited Financial Statements, (iv) the unaudited consolidating financial statements of the Borrowers as of and for each Fiscal Year ended December 31, 2017, December 31, 2016 and December 31, 2015 and (v) unaudited consolidated financial statements of the Company and its Subsidiaries and consolidating financial statements of the Borrowers, in each case, for the Fiscal Quarter ended March 31, 2018. (o) Administrative Agent and Lenders shall be reasonably satisfied with the capital structure of the Company and its Subsidiaries. (p) Each Lender shall have received internal credit approval for the extension of credit under this Agreement. (q) (i) Administrative Agent shall have received, at least 3 Business Days prior to the Closing Date, all documentation and approved other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested in writing at least 5 Business Days prior to the Closing Date by Administrative Agent or any Lender; (ii) at least 3 Business Days prior to the Closing Date, any Borrower that qualifies as a copy “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to Administrative Agent and each Lender that so requests in writing at least 5 Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to such Borrower and (iii) Administrative Agent shall have received reasonably satisfactory background checks on key members of management of each Borrower. (r) Administrative Agent shall have received a Borrowing Base Report dated as of May 31, 2018 in form and substance reasonably satisfactory to it, including aging reports for the Eligible Accounts Receivable. (s) There is no action, suit, investigation, litigation or proceeding pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or Governmental Authority that (a) either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or (b) relates to this Agreement, any other Loan Document or any Transaction. (t) Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to it, of a current Survey duly authorized Senior Officer of each Obligor, (i) either (x) attaching copies of all consents and approvals required in connection with the execution, delivery and performance by any Obligor and the validity against any such Obligors of the Land certified Loan Documents to which it is a party, and such consents and approvals shall be in full force and effect, or (y) certifying that no such consents, licenses or approvals are so required and (ii) certifying no law or regulation is applicable that could restrain, prevent or impose any material adverse conditions on the Obligors. (u) After giving effect to the Transactions, neither the Company nor its Subsidiaries shall have any Material Debt for borrowed money other than (i) the Secured Notes, (ii) the Senior Notes and (iii) this Agreement. (v) The Lenders shall have received the fees required to be paid under Section 3.2.4. Without limiting the generality of the provisions of Section 13.3, for purposes of determining compliance with the conditions specified in this Section 6.1, each Lender and Issuing Bank that has executed and delivered (and, as applicable, released from escrow) its signature page to this Agreement shall be deemed to (i) have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender and Issuing Bank and (ii) have received internal credit approval for the extension of credit under this Agreement, in each case, unless Administrative Agent shall have received notice from such Lender or Issuing Bank prior to the title insurance company and any recorded subdivision plat of the Landproposed Closing Date specifying its objection thereto.

Conditions Precedent to Closing. The following obligations of the Acquired Fund to consummate the transactions provided for herein shall be conditions precedent subject, at the Acquired Fund’s election, to the closing of the Loan and the advance of Loan proceedsfollowing conditions: (a) This All representations and warranties of the Trust, on behalf of the Acquiring Fund, and of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative as of the title company for recording and payment shall have been made for all conveyancing and recording in connection Effective Time, with the settlement same force and effect as if made on and as of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawEffective Time. (b) The Lender Acquired Fund and the Acquiring Fund shall have received a paid policy of title insurance agreed on the current ALTA Form or a valid number of full and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust fractional Acquiring Fund Shares to be a valid first lien on issued in connection with the Property, free and clear of all defects, exceptions and encumbrances except Reorganization after such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)number has been calculated in accordance with paragraph 2.2. (c) The Lender All required consents, orders and permits of federal, state and local regulatory authorities deemed necessary by the Acquired Fund and the Trust to permit consummation, in all material respects, of the transactions contemplated hereby shall have received advicebeen obtained, in form and substance and from except where failure to obtain any such consent, order or permit would not involve a source satisfactory to risk of a material adverse effect on the Lender, to the effect that a search assets or properties of the applicable public records discloses no conditional sales contractsAcquiring Fund or the Acquired Fund, chattel mortgages, leases provided that either party hereto may for itself waive any of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approvedconditions. (d) The Lender Registration Statement shall have received all policies of insurance required by become effective under the terms hereof 1933 Act and by the other Loan Documents to be in effect from a company or companies 1940 Act and in form and amount satisfactory no stop orders suspending the effectiveness thereof shall have been issued and, to the Lender, including without limitation, flood insurance (in the amount best knowledge of the Loan parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full1940 Act. (e) The Lender Each party shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount delivered to the “as-is” appraised value other such bills of the Property does not exceed 75%sale, checks, assignments, receipts or other documents as reasonably requested by such other party or its counsel. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The This Agreement shall become effective if the Administrative Agent shall have received all of the following shall be conditions precedent each dated a date reasonably satisfactory to the closing of Administrative Agent and otherwise in form and substance reasonably satisfactory to the Loan and the advance of Loan proceedsAdministrative Agent: (a) This (i) A counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include facsimile transmission of a signed signature page of this Agreement, the Note, the Deed ) that each party hereto has signed a counterpart of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawthis Agreement. (b) The Lender shall have received a paid policy Certified copies of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount resolutions of the Loan and which may be endorsed Board of Directors or assigned to the successors and assigns equivalent managing body of the Lender without additional cost, insuring Company approving the lien transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Deed of Trust Company with respect to be a valid first lien on this Agreement and the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)documents contemplated hereby. (c) The Lender shall A certificate of the Secretary or an Assistant Secretary of Company certifying (A) the names and true signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Company, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Company of this Agreement and the documents contemplated hereby. (d) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Company stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date, (B) no Default or Event of Default has occurred and is continuing on the date of such certificate and (C) all required governmental and third party consents and approvals in connection with this Agreement have received advicebeen obtained and are in full force and effect. (e) A favorable opinion of Sidley Austin LLP, counsel for the Company, in form and substance and from a source satisfactory reasonably acceptable to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%Administrative Agent. (f) The Lender shall have received and approved a property condition report For the account of the Propertyparties entitled thereto, payment of all fees and other amounts payable pursuant to the Fee Letters. (g) The Lender shall have received and approved a copy of a current Survey A Note, duly executed by or on behalf of the Land certified Company and made payable to the Lender and to the title insurance company and any recorded subdivision plat of the Landeach Bank that has requested a Note.

Conditions Precedent to Closing. The following shall be conditions precedent All obligations of Pur­chaser under this Agreement are subject to the fulfillment, on or prior to the closing date, of each of the Loan and the advance of Loan proceedsfollowing conditions: (a) This Agreement, 9.1. That the Note, representations of the Deed Acquired Company and of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust Purchaser shall be acknowledged true at and recorded in the appropriate public office or delivered to a representative as of the title company for recording closing date as though such repre­sentations were made at and payment shall have been made for all conveyancing and recording in connection with the settlement as of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.such time; (b) The Lender 9.2. That Purchaser shall have received a paid policy of title insurance written opinion, dated on the current ALTA Form or a valid and enforceable commitment to issue closing date, of counsel representing the sameAcquired Company, from a company satisfactory to the Lender effect that the Acquired Company has been duly incorporated and is in good standing under the laws of the State of its organization with a capitalization as repre­sented in this Agreement; that the Acquired Company is duly licensed or qualified to do business in any and all States or jurisdictions in which it does business or where in the amount opinion of Counsel such qualification is required; that such counsel knows of no litigation, investigation, or governmental proceeding pending or threatened against the Acquired Company which might result in any material adverse change in the business, properties, or financial condition of the Loan and which may be endorsed Acquired Company or assigned to in any liability on the successors and assigns part of the Lender without additional cost, insuring Acquired Company; and that the lien assignment and delivery of the Deed Shares of Trust the Acquired Company pur­suant to be a valid first lien on the Propertythis Agreement will vest in Purchaser all right, title and interest in and to such Shares, free and clear of all defectsliens, exceptions encumbrances and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)equities. (c) The Lender 9.3. That Purchaser shall have received advice, in form a certificate dated on the closing date and substance and from a source satisfactory to signed by the Lender, to the effect that a search President of the applicable public Ac­quired Company, that since the date of this Agreement the Ac­quired Company has not done or permitted to be done any of the acts or things prohibited by this Agreement; 9.4. That the auditors and accountants appointed by the Purchaser to examine the books and records discloses of the Acquired Company shall not as of the closing date have rendered a report to Purchaser stating that the financial condition of Acquired Com­pany is not substantially as represented herein or that in their opinion the Acquired Company has contingent liabilities material in amount beyond that described in the Balance Sheet annexed hereto or as disclosed herein; 9.5. That no conditional sales contracts, chattel mortgages, leases of personalty, financing statements claim or title retention agreements filed or recorded liability not fully covered by in­surance shall have been asserted against the Property except Acquired Company nor has it suffered any loss on account of fire, flood, accident or other calamity of such a character as the Lender to materially adversely af­fect their financial condition, regardless of whether or not such loss shall have approved. (d) The Lender been insured, and that Purchaser shall have received all policies of insurance required on the closing date a certificate signed by the terms hereof Presi­dent of the Acquired Company so stating; 9.6. That all covenants and indemnifications made herein by the other Loan Documents Acquired Company which are to be in effect from a company performed at or companies and in form and amount satisfactory prior to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof closing shall have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.duly performed;

Conditions Precedent to Closing. The following Closing shall be subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by the Lender in its sole discretion, it being agreed and acknowledged by the Borrower and the Guarantor Parties that the Lender shall have no obligation whatsoever to close the transaction provided for in this Agreement unless all such conditions precedent to the closing of the Loan and the advance of Loan proceedshave been satisfied: (a) This Agreementthe Borrower and Guarantor have executed and delivered the Conveyance Documents as required pursuant to the terms hereof into escrow with K&L Gates LLP (the “Closing Agent”) whose address is 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 who shall provide satisfactory evidence of same to the Lender prior to Closing; (b) the Borrower and Guarantor Parties have delivered to the Lender the additional documents and information specified in Section 3.4 below (including, but not limited to, the Note, contracts set forth in Section 3.4(e); (c) the Deed of Trust and the other Loan Documents shall have been properly Guarantor has executed and delivered to Lender a Call Option Agreement in form and substance acceptable to the LenderLender (the “Call Option Agreement”) and, if applicable, the Deed transactions contemplated thereby have been approved by the Guarantor Shareholders; (d) the Borrower and Guarantor Parties have executed and delivered a release of Trust shall be acknowledged and recorded claims as of the Closing Date in the appropriate public office or delivered to a representative of form attached hereto as Exhibit “I”; (e) the title company for recording and payment Transaction Resolution shall have been made for all conveyancing approved by the requisite number of votes of the Guarantor Shareholders and recording such resolutions remain in connection full force and effect and holders of not more than one percent (1%) of the common shares of the Guarantor shall have exercised their right to dissent with respect to the Transaction Resolution in accordance with the settlement Business Corporations Act (British Columbia); (f) the Lender has received a title policy commitment in form and substance acceptable to the Lender; (g) the Lender has received an executed employment agreement for Xxxxx X. Blink to serve as an executive officer of the LoanDesignee at Closing, which employment agreement is in form and substance acceptable to Lender; (h) the Lender has received a good standing certificate (or its equivalent) for any transfer or documentary stamp taxes due under any federal, the Borrower and Guarantor from the secretary of state or municipal law.similar Governmental Authority of the jurisdiction under the laws in which each is organized; (bi) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of is satisfied that all state and local cannabis licenses required to operate the Loan Collateral will remain in full force and which may be endorsed or effect before and after being assigned to the successors Designee at Closing; (j) no Governmental Authority has enacted, issued, promulgated, enforced or entered any order, writ, judgment, injunction, decree, stipulation, determination or award which is in effect and assigns has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the Lender without additional cost, insuring the lien of the Deed of Trust transactions contemplated hereunder to be a valid first lien on rescinded following completion thereof; (k) no Action has been commenced against the PropertyBorrower, free Guarantor Parties or Lender which would prevent the Closing and clear of all defectsno injunction or restraining order shall have been issued by any Governmental Authority, exceptions and encumbrances except such as be in effect, which restrains or prohibits any transaction contemplated hereby; (l) the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have has received adviceexecuted releases, in form and substance acceptable to Lender, of all indebtedness from each holder of the Scheduled Indebtedness (as defined below) and from a source satisfactory any other holder of Indebtedness (other than trade payables incurred in the ordinary course of business or amounts owing to Lender) owed by Borrower or Guarantor; (m) all representations and warranties of the Borrower or any Guarantor Party contained in this Agreement are true and correct as of the Closing Date and the Borrower and each Guarantor Party have performed and satisfied all covenants contained herein on or before the Closing Date, including the delivery of such information and documentation as is required by this Agreement; and (n) the Borrower and the Guarantor Parties shall have delivered to the LenderLender such other documents, to the effect that a search of the applicable public records discloses no conditional sales contractsaffidavits, chattel mortgagescertifications, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such instruments as the Lender shall have approvedreasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. 5.1 Conditions to the Obligations of each Party The following respective obligations of the Parties to effect the Closing as provided in Section 6 shall be conditions precedent subject to the closing satisfaction or waiver (where permissible) of all of the Loan and the advance of Loan proceedsfollowing Closing Conditions: (a) This Agreement, All governmental approvals (other than the Note, the Deed of Trust and the other Loan Documents approval as set forth in Section 7.1a)) shall have been properly executed and delivered to obtained or, where relevant, any waiting period under the Lender, applicable merger control or foreign investment Laws shall have expired or been terminated by the Deed of Trust competent authorities; b) No action shall be acknowledged pending and recorded in no order, injunction or decree of any competent court, administrative body or arbitration tribunal exists which seeks to enjoin, restrain, impede or levy a substantial difficulty on the appropriate public office or delivered to a representative consummation of the title company for recording and payment transactions contemplated hereunder; c) Any stock option plans of any Group Company have been terminated; and d) The employment agreements of the Key Employees shall have been made for all conveyancing amended and recording in connection with renewed according to the settlement form of Annex 6.2e). 5.2 Conditions Precedent regarding the Obligations of the Loan, Buyer The obligations of the Buyer regarding the performance of the transactions contemplated under this Agreement shall be subject to the satisfaction or waiver by the Buyer (where permissible) of all of the following Closing Conditions: a) The representations and for any transfer or documentary stamp taxes due under any federal, state or municipal law.warranties of the Sellers made in this Agreement are in all respects true and correct on the date on which these representations and warranties of the Sellers have been made; (b) The Lender Sellers shall have received a paid policy of title insurance complied in all respects with its obligations and covenants under this Agreement on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel before Closing; and c) No Material Adverse Effect shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)occurred. (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. (a) The following shall Debentureholder will only be conditions precedent obliged to the closing of the Loan and the advance of Loan proceedssubscribe for Debentures if: (ai) This Agreementthe Debentureholder, in its sole discretion, acting reasonably and in good faith, shall be satisfied with their due diligence review with respect to the business, assets, financial condition and affairs of the Issuer and the Group; (ii) prior to the Closing, the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative Debentureholder has received all of the title company for recording and payment shall have been made for all conveyancing and recording documents listed in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. Schedule 2 (bConditions Precedent) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source reasonably satisfactory to it (in its discretion), save for the Lenderdocuments listed in Clause 4.2(a)(ii) (Closing Procedure); (iii) on each of the date hereof and on the Closing Date, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Issuer or prohibiting the sale of the Debentures or the issue of Shares issuable thereunder in accordance with the terms of the Debenture Certificate and no proceeding for such purpose being pending or, to the effect that a search knowledge of the applicable public records discloses no conditional sales contractsIssuer, chattel mortgages, leases of personalty, financing statements threatened by any Governmental Authority or title retention agreements filed or recorded against the Property except such as the Lender shall have approved.Stock Exchange; (div) The Lender on each of the date hereof and on the Closing Date: (A) the representations and warranties of the Issuer in this Agreement are true, accurate and correct at, and as if made on, such date, (B) the Issuer has performed all of its respective obligations under this Agreement to be performed on or before such date and on the Closing Date, and (C) there has been no material breach of any of the obligations of the Issuer under this Agreement; (v) on the Closing Date, no Default is continuing or would result from the issue of the Debentures; (vi) there has been no Material Adverse Change; (vii) the Debentureholder shall have received all policies of insurance required by at the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory Closing Time favourable legal opinions addressed to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available Debentureholder dated and delivered on the PropertyClosing Date from the Issuer's legal counsel, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property)and from local counsel, together with written evidence, in each case in form and substance satisfactory to the LenderDebentureholder (in its discretion), acting reasonably, with respect to the following matters: (1) with respect to the Issuer (A) the enforceability of the Debenture Documents; (B) the creation and valid issuance of the Debentures; (C) corporate matters related to the Issuer and its Material Subsidiaries; and (D) such matters that are customary in transactions similar to the offering of the Debentures, subject to customary assumptions, qualifications and limitations; (2) with respect to each Material Subsidiary (A) being a corporation existing under the laws of the jurisdiction in which it was incorporated, amalgamated, continued or formed, as the case may be, and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its property and assets; (B) in respect of title to and rights in the Properties and Permits applicable to each Material Subsidiary; (C) as to its authorised and issued and outstanding capital; (D) all of its issued and outstanding shares being registered, directly or indirectly, in the name of the Issuer; and (E) such matters that are customary in transactions similar to the offering of the Debentures, subject to customary assumptions, qualifications and limitations. (viii) the Issuer having paid: (1) the reasonable out-of-pocket due diligence fees and premiums due expenses of legal counsel retained by the Lead Subscriber up to a maximum of US$75,000 (excluding disbursements and applicable taxes); and (2) the reasonable out-of-pocket fees and expenses of UK legal counsel retained by the Lead Subscriber up to a maximum of £20,000 (excluding disbursements and applicable taxes); (ix) in the Debentureholder’s opinion (acting in good faith), since the date of this Agreement there has been no adverse change in the financial markets in the United States which would reasonably be considered material in the context of the issue of the Debentures and the purchase thereof by the Debentureholder; (x) the Issuer having obtained all required regulatory (including Stock Exchange) and corporate approvals, and all requisite third-party consents, to permit the completion of the transactions contemplated hereby; and (xi) on account thereof or prior to the Closing, the Debentureholder has received the documents listed in Clause 4.2(a)(ii) (Closing Procedure) to be held in escrow pending Closing. (b) The Debentureholder shall notify the Issuer promptly upon receipt by or on behalf of the Debentureholder of all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to it. (c) The Debentureholder may, in its absolute discretion and upon such terms as it thinks fit, waive compliance with the whole or any part of this Clause 4.1 (Conditions Precedent to Closing). (d) If, on the Closing Date, any of the conditions precedent provided in Clause 4.1(a) have not been paid satisfied, nor waived as provided in fullClause 4.1(c), then the Debentureholder shall, at its election, be relieved of all its obligations under Clause 3.2 (Undertaking to Subscribe) to subscribe for the Debentures under this Agreement, without prejudice to its right to seek indemnification for damages suffered by the Debentureholder as a result of, or any other remedy the Debentureholder may have in connection with, and default or non-compliance of the Issuer’s obligations hereunder prior to such termination. (e) The Lender An election by the Debentureholder under Clause 4.1(d) shall not operate as a waiver of any rights the Debentureholder may have received and approved an appraisal by reason of the Property indicating that the ratio of the Loan amount such failure to the “assatisfy or such non-is” appraised value of the Property does not exceed 75%fulfilment. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following shall be conditions precedent to the closing of the Loan and the advance of Loan proceeds: (a) This AgreementThe Company’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to a Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived in writing by the Note, Company: (i) receipt by the Deed Company of Trust same-day funds in the full amount of the purchase price for the Shares being purchased hereunder by such Purchaser; (ii) that the representations and warranties made by such Purchaser herein are accurate as of the other Loan Documents Closing Date; (iii) that such Purchaser has fulfilled undertakings and covenants set forth herein required to be fulfilled prior to the Closing; (iv) such Purchaser shall have been properly executed and delivered to the LenderCompany the Questionnaire and the Registration Statement Questionnaire attached hereto as part of Appendix I (the “Registration Statement Questionnaire”), pursuant to which such Purchaser shall provide information necessary to confirm such Purchaser’s status as an “accredited investor” as defined in Rule 501 promulgated under the Deed of Trust shall be acknowledged and recorded in Securities Act; (v) no proceeding challenging this Agreement or the appropriate public office transactions contemplated hereby or delivered thereby or seeking to a representative of prohibit, alter, prevent or materially delay the title company for recording and payment Closing shall have been made for all conveyancing and recording in connection with instituted or shall be pending before any court, arbitrator or governmental body, agency or official; (vi) the settlement sale of Shares to such Purchaser shall not be prohibited by any law or governmental order or regulation; (vii) such Purchaser has received a copy of the Loan, Private Placement Memorandum and for any transfer or documentary stamp taxes due under any federal, state or municipal lawthe Company Disclosure Letter; and (viii) the Acquisition and all of the transactions contemplated by the Acquisition Agreement shall have been consummated pursuant to the terms thereof. (b) The Lender Each Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the conditions: (i) that the representations and warranties made by the Company herein are accurate as of the Closing Date; (ii) that the Company has fulfilled all undertakings and covenants set forth herein required to be fulfilled prior to the Closing; (iii) that the Acquisition shall have been completed; (iv) that the Common Stock shall be quoted by at least three market-makers on the OTC Bulletin Board within five (5) days of the Closing Date; (v) the absence of any Material Adverse Change (as defined in Section 4.22) affecting the Company since December 31, 2007; (vi) no proceeding challenging this Agreement or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; (vii) the sale of Shares to such Purchaser shall not be prohibited by any law or governmental order or regulation; (viii) that the Placement Agent shall have received a paid policy the opinion of title insurance on Sonfield & Sonfield, the current ALTA Form or a valid and enforceable commitment to issue Company’s outside counsel, dated as of the sameClosing Date, from a company satisfactory substantially covering the matters set forth in Exhibit 2 attached hereto; (ix) that the Company shall have delivered to the Lender in Placement Agent a certificate evidencing the amount formation and good standing of the Loan Company and which may be endorsed of Flotation in their respective jurisdictions of formation issued by the Secretary of State (or assigned comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date; (x) that the Company shall have delivered to the successors Placement Agent a certificate evidencing the Company’s and assigns Flotation’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and Flotation conducts business, as of a date within ten (10) days of the Lender without additional cost, insuring Closing Date; (xi) that the lien Company shall have delivered to the Placement Agent a certified copy of the Deed Articles of Trust to be a valid first lien on Incorporation as certified by the Property, free and clear Secretary of all defects, exceptions and encumbrances except such as State of the Lender and its counsel State of Delaware within ten (10) days of the Closing Date; (xii) that the Company shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory delivered to the LenderPlacement Agent a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (x) the resolutions consistent with Section 4.4 as adopted by the Company’s Board of Directors in a form reasonably acceptable to the Placement Agent, (y) the Certificate of Incorporation, as amended and (z) the Bylaws, each as in effect that a search at the Closing. The Company shall provide copies of any of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except documents referred to in this Section 3.3 to any Purchaser upon such as the Lender shall have approvedPurchaser’s request. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following A. In addition to any conditions provided in other provisions of this Agreement, Purchaser's obligation to purchase the Project is and shall be conditions precedent to conditioned on the closing of the Loan and the advance of Loan proceedsfollowing: (ai) This AgreementThe due performance by Seller of each and every covenant, the Note, the Deed of Trust undertaking and agreement to be performed by Seller under this Agreement and the other Loan Documents shall have been properly executed truth of each representation and delivered to warranty made in this Agreement by Seller at the Lender, time as of which the Deed of Trust shall be acknowledged same is made and recorded in the appropriate public office or delivered to a representative as of the title company for recording Closing as if made on and payment shall have been made for all conveyancing and recording in connection with the settlement as of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawClosing. (ii) That at no time prior to the Closing shall any of the following have been done by or against or with respect to Seller: (a) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (b) The Lender shall have received the appointment of a paid policy trustee or receiver of title insurance on any property interest; or (c) an assignment for the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount benefit of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)creditors. (ciii) The Lender shall have received advice, in form and substance and from a source satisfactory existence of any Unpermitted Exception or of any violation of Applicable Law relating to the Lender, Project which is imposed by any governmental authority relating to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approvedProject which is not remedied by Seller. (iv) That between the Effective Date and the Closing, Seller shall: (a) not, without first obtaining the written consent of Purchaser, enter into any contracts, agreements or leases pertaining to the Project; (b) not convey any Intangible Property or remove from the Project any of the Personal Property; (c) remedy all violations of Applicable Law relating to the Project or any portion of the Project, if any, and provide Purchaser evidence of same; (d) The Lender shall have received all policies not cancel or permit cancellation of any hazard or liability insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required carried with respect to the Property), together with written evidenceProject or its operation; and (e) operate and maintain the Project free from waste and neglect, in form substantial compliance with Applicable Law and substance satisfactory to in the Lender, that all fees same manner as the Project has been theretofore operated and premiums due on account thereof have been paid in fullmaintained. (ev) The Lender physical condition of the Project shall be the same on the Closing Date as on the Effective Date, reasonable wear and tear excepted. B. Purchaser may at any time or times, at its election, waive any of the conditions to its obligations under this Agreement, but any such waiver shall be effective only if contained in a writing signed by Purchaser. No such waiver shall reduce the rights or remedies of a party by reason 992507_9 15 of any breach by Seller (but if a condition is waived, the party waiving the same may not rescind this Agreement on the basis of the failure of such waived condition). The failure of any of the conditions in Section 9.A shall entitle Purchaser, at its option, to cancel and terminate this Agreement by written notice to Seller, in which event the Xxxxxxx Money shall be returned to Purchaser and, except as specifically provided in this Agreement, neither party shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount any further rights or obligations to the “as-is” appraised value of the Property does not exceed 75%other under this Agreement. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the closing of purchase and sale transaction contemplated herein (the Loan and the advance of Loan proceeds:“Purchaser’s Conditions Precedent”): (ai) This AgreementPurchaser shall not have terminated this Agreement in accordance with Section 4, Section 5, Section 15(a) or Section 15(b) of this Agreement within the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded time periods described in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawsaid Sections. (bii) The Lender Title Company shall have received a paid policy be irrevocably and unconditionally committed to issue, at the Closing, an ALTA Owner’s Policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, insuring Purchaser’s fee simple interest in form and substance and from a source satisfactory to the LenderReal Property, to dated the effect that a search day of the applicable public records discloses no conditional sales contractsClosing, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (with liability in the amount of the Loan or the maximum limit of coverage available on the PropertyPurchase Price, whichever is less or evidence that flood insurance is not available or otherwise required with respect subject only to the Property)Permitted Exceptions, together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullsuch endorsements as Purchaser may reasonably require. (eiii) The Lender Purchaser shall have received and approved, at least three (3) days prior to the Closing, an executed estoppel certificate in the form of Exhibit I hereto dated not later than thirty (30) days prior to the Closing from the Tenant under the Lease, with only those changes to the form which are reasonably requested by the Tenant and required by the Lease and reasonably acceptable to Lender (defined below). Purchaser acknowledges that Seller has received comments from Tenant to the form attached as Exhibit I hereto and has provided those comments to Purchaser for delivery to Lender. (iv) KeyBank National Association (“Lender”) shall have approved and funded a loan in the amount of 65% of the Purchase Price to finance the acquisition of the Property. Without limiting the foregoing, (1) Purchaser shall have received a subordination and non-disturbance agreement (“SNDA”) in the form attached hereto as Exhibit J, executed by Tenant with only those changes reasonably requested by the Tenant and required by the Lease and reasonably satisfactory to Lender (Seller will reasonably cooperate with Purchaser in obtaining an SNDA) and (2) Lender shall have obtained an appraisal of the Property satisfactory to Lender indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%equals or exceeds the Purchase Price. Purchaser acknowledges that Seller has received comments from Tenant to the form attached as Exhibit J hereto and has provided those comments to Purchaser for delivery to Lender. (fv) The Lender Each and every representation and warranty of Seller set forth in Section 6 above shall have received be true, complete and approved a property condition report correct in all material respects as of the Propertydate of Closing. (gvi) The Lender Seller shall not be in default under any, and shall have received and approved a copy otherwise performed in full all, of a current Survey of the Land certified its material obligations to be performed by Seller under this Agreement at or prior to the Lender and Closing. (vii) Neither Seller nor Tenant shall have filed (or have had filed against it) any proceeding in bankruptcy, receivership or any similar proceeding. (viii) Seller shall have delivered to the title insurance company Escrow Agent the items described in Section 10. (ix) No event constituting a “Material Adverse Change” shall have occurred following the Effective Date hereof and prior to the Closing. For purposes of this Agreement, “Material Adverse Change” shall mean any recorded subdivision plat of material and adverse change in the LandTenant (including without limitation its financial condition), Lease, or Tenant performance under the Lease, as reasonably determined by Purchaser.

Conditions Precedent to Closing. SECTION 5.1. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE INVESTOR. The following shall be conditions precedent obligations of the Investor to purchase the Shares hereunder are subject to the closing satisfaction or the waiver by the Investor of the Loan and following conditions prior to or contemporaneously with the advance of Loan proceedsClosing, unless otherwise indicated: (a) This Agreement, The representations and warranties of the Note, Company contained in this Agreement (except for such representations and warranties as are limited by their terms to an earlier specified date (which shall be true as of such date)) shall be true and correct in all material respects at and as of the Deed of Trust Closing Date; and the other Loan Documents Company shall have been properly executed and delivered complied in all material respects with the agreements set forth in this Agreement required to be performed by it at or prior to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.Closing; (b) The Lender Chief Executive Officer of the Company shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory delivered to the Lender Investor at the Closing a certificate stating that the conditions specified in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require paragraph (the “Title Policy”).a) above been fulfilled; (c) The Lender Company shall have received advice, in form and substance and from a source satisfactory delivered to the LenderInvestor evidence of a key man term life insurance upon the life of Xxxxxxx X. XxXxxxx in the amount of $1,000,000, with the proceeds payable exclusively to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved.Company; (d) The Lender Company shall have received all policies delivered to the Investor the opinion of insurance required by Xxxxxxx Xxxx LLP, counsel for the terms hereof and by Company, dated the other Loan Documents to be in effect from a company or companies and date of the Closing, substantially in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full.attached as EXHIBIT D hereto; (e) The Lender Company and the Investor shall have received and approved an appraisal of entered into the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%.Registration Rights Agreement; (f) The Lender Certificate of Amendment shall have received been filed in the office of, and approved a property condition report accepted by, the Secretary of State of the Property.State of Delaware; (g) The Lender shall have received Company and approved a copy of a current Survey holders of the Land certified requisite number of outstanding shares of Series A, Preferred Series B Preferred and/or Series C Preferred shall enter into an amendment substantially in the form attached as EXHIBIT E to the Lender Series A Preferred Stock Purchase Agreement, dated May 15, 1996, by and to among the title insurance company Company, Reliance Insurance Company and any recorded subdivision plat Xxxxxxx X. XxXxxxx and the Stock Purchase Agreement, dated June 13, 1997 by and among the Company and the Investor defined therein, as applicable. (h) The offer and sale of the LandShares pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act and the registration and/or qualification requirements of all applicable state securities laws.

Conditions Precedent to Closing. 14.1. The following obligation of Oxford to effect the transaction contemplated herein to be consummated at Closing shall be conditions precedent subject to the closing fulfilment, on or prior to the Closing Date, of the Loan following conditions, any one or more of which may be waived by Oxford; in case one or more of the said conditions have been neither fulfilled by the relevant Sellers, nor waived by Oxford, Oxford may forthwith terminate this Agreement by giving the Sellers notice in writing to such effect and no Party shall have any claim against any of the advance others except insofar as any of Loan proceedssuch conditions shall not have been satisfied due to the negligence or default of one Party: (a) This Agreementthe Sellers shall in all material respect have performed and complied with their respective obligations contained in this Agreement required to be performed and complied with by them at or prior to the Closing Date; (b) Oxford shall have completed, to its satisfaction, a due diligence investigation (also in respect of the `Environmental Phase One') on the Gessaroli Group; (c) with reference to the Businesses, the Noteprocedures set out by Article 2112 of the Italian Civil Code and under law 428/1990 have been complied with; (d) the Sellers, Gess.xxx xxx OMG shall have procured and delivered to Oxford the Deed statement provided for by Article 14 of Trust D.Lgs. 472 of 18th December 1997 with reference to their respective Businesses and to the other Loan Documents business of Ta.Cx. x. a. s., which shall certify the absence of any tax liabilities pending or threatened with reference to the Businesses and to the business of Ta.Cx. s.a.s. in relation to the matters mentioned by the said D.Lgs 472/1997; (e) the Sellers shall have procured and delivered the Bank Guarantee (in the form of EXHIBIT 20) duly authorised and executed; (f) the Sellers shall have delivered to Oxford assignments or, whether necessary, novation agreements in respect of the Transferred Contracts; (g) the filing with the Autorita Garante della Concorrenza e del Mercato shall have been properly executed duly carried out and delivered to filed with the Lendersaid Autorita with the full co-operation between the Parties; in addition, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative no negative evaluation of the title company for recording and payment transaction shall have been made for all conveyancing and recording also in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.an informal manner; (bh) The Lender the NL 1999 Financial Statement shall have received a paid policy of title insurance on been validly approved by the current ALTA Form or a valid and enforceable commitment to issue competent quotaholders' meeting; (i) the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel OMG 1999 Financial Statement shall have been validly approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.competent shareholders' meeting;

Conditions Precedent to Closing. 4.1 The Closing is conditioned upon the following Conditions Precedent being satisfied or waived by applicable parties/governmental authorities (if applicable): (1) The representations, covenants and warranties made by the Parties on the Execution Date shall be conditions precedent to the closing have remained true, accurate and complete, without misleading statements, misrepresentations and omissions in all material respects as of the Loan and the advance of Loan proceeds:Closing Date; (a2) This Agreement, The Seller shall have approved the Note, Transaction in accordance with its constitutional document; (3) The Purchaser shall have approved the Deed Transaction in accordance with its constitutional document; (4) Declaration of Trust and concentration of business operators in respect of the other Loan Documents Transaction shall have been properly executed filled and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d5) All other Relevant Investors participating in the Reorganization shall have approved the Reorganization, and confirmed the articles of association to be adopted by the Purchaser after the Reorganization; (6) The Lender Purchaser shall have received all policies issued capital contribution certificates to the Seller and registered the Seller on the internal register of insurance required members of the Purchaser. The Purchaser shall have had extensive communication with the Administration for Market Regulation in relation to the necessary changes of company registrations to be filed with the Administration for Market Regulation upon completion of the Reorganization (including but not limited to registering the Seller as the Purchaser’s shareholder and filing the director designated by the terms hereof Seller with Administration for Market Regulation), and by obtained the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance administration’s informal confirmation. (in the amount of the Loan or the maximum limit of coverage available 7) The Valuation Report on the PropertyTarget Assets under this Agreement shall have been approved or filed in accordance with the PRC laws and regulations; (8) All other applicable approvals, whichever is less permits, filings and registrations from or evidence that flood insurance is not available or otherwise required with the relevant authorities with respect to the PropertyTransaction shall have been obtained or completed; (9) The Parties or their subsidiaries shall have entered into relevant oil and gas pipeline facility service contracts in accordance with Article 5.6 (3) of this Agreement; (10) Each of the Relevant Investors with respect to the Reorganization shall have respectively executed transaction agreements, the core conditions and terms of which are substantially the same as this Agreement, and conditions precedent to a closing and cash capital contribution (if applicable) thereunder on the same date as the Closing of the Transaction have been satisfied. For the Conditions Precedent above, the Seller is responsible for condition (2), together with written evidencethe Purchaser is responsible for conditions (3), in form (5), (6) and substance satisfactory (10), and both Parties are responsible for conditions (1), (4), (7), (8) and (9). For the avoidance of doubt, the condition precedent to be solely handled by one Party can only be waived by the other Party, provided that conditions (2), (3), (4), (7) and (8) cannot be waived. 4.2 The Parties hereby agree to cause all the Conditions Precedent as set forth under Article 4.1 to be satisfied as soon as practicable prior to the LenderClosing Date. If the satisfaction of any condition precedent applicable to one Party needs the assistance from the other Party, that all fees the other Party shall provide such assistance. The Parties shall remain in communication on the related matters in relation to each Condition Precedent, and premiums due on account thereof have been paid coordinate and solve the problems encountered during this process in fulla timely manner. After the Execution Date, neither Party shall engage in any conduct with the purpose to prevent or restrict the satisfaction of each condition precedent set forth under Article 4.1. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following shall be conditions precedent to the closing of the Loan and the advance of Loan proceeds: (a) This Agreement, The obligation of Seller to consummate the Note, the Deed of Trust and the other Loan Documents transactions contemplated herein shall have been properly executed and delivered be subject to the Lender, representations and warranties made by Purchaser hereunder being true and correct in all material respects and confirmed in writing on the Deed date of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawClosing. (b) The Lender obligation of Purchaser to consummate the transactions contemplated herein shall be subject to the occurrence, satisfaction or waiver of the following conditions: (i) Seller shall have received no knowledge of any suit, action, investigation, inquiry or other proceeding by any governmental authority or any other person, pending or threatened, relating to the Property or the operation of the Facilities, which would have a paid policy of title insurance material adverse effect on the current ALTA Form or Properties; (ii) Purchaser shall have obtained all Department of Social Services licenses and permits necessary to complete the legal transfer to Purchaser of the Properties as operating independent and/or assisted living facilities, as is appropriate for each specific property. Purchaser agrees to use good faith efforts to obtain all such licenses and permits and to submit applications for such licenses and permits during the first thirty days of the Study Period: Purchaser shall promptly provide Seller with a valid copy of all such applications and enforceable commitment to issue will keep Seller apprised of the same, from a company satisfactory status of such application processing; (iii) Seller shall deliver to the Lender in Purchaser true copies of properly executed letters from Seller to all tenants under the amount Leases to be dated as of Closing, advising of the Loan and change of ownership, which letters may be endorsed or assigned to prepared jointly by Seller and Purchaser at the successors and assigns option of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel Purchaser; (iv) All documents required hereunder for Closing shall have approved been executed and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)delivered by Seller. (c) The Lender In the event any condition precedent set forth in this Paragraph 8 is not satisfied in full as of the date scheduled for Closing, pursuant to Section 9, as extended in accordance with such Section 9, the party in favor of whom such condition precedent is made may, in its sole discretion, (i) waive the condition in writing or (ii)provide the other party with written notice of its intention to terminate this Agreement. If the unsatisfied condition is not satisfied within five (5) days following receipt of such notice, then this Agreement shall be terminated, upon which, in the case of a failure of the conditions set forth in Paragraph 8(b), the Deposit and all accrued interest shall be returned to Purchaser and no party shall have received adviceany further obligation hereunder, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender provided however Seller shall have approvedthe right to extend the Closing date for up to sixty (60) days and Purchaser may not terminate the Agreement during such extention if the unsatisfied condition arises under Paragraph 8(b)(ii) and such licenses and permits can reasonably be obtained during the extention period. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. (a) The following shall be conditions precedent to Purchaser's obligation to consummate the closing of the Loan purchase and the advance of Loan proceedssale transaction contemplated herein: (ai) This AgreementTitle Company, after performing a final “rundown” of title, will stand ready to issue at the Note, Closing an ALTA Owner's Policy of Title Insurance on the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded standard form used in the appropriate public office or delivered to a representative State of the title company for recording and payment shall have been made for all conveyancing and recording in connection New Jersey with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender liability in the full amount of the Loan and which may be endorsed or assigned Purchase Price, subject only to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require Permitted Exceptions (the “Title Policy”) insuring Purchaser's interest in the Premises, dated as of the date of the Closing. (ii) Seller’s representations, warranties and covenants set forth in this Agreement shall be true and correct in all material respects as of the date of Closing; (iii) Seller will have remediated, or caused to be remediated, the Premises to the level specified in Section 5(c) and received its Seller’s Environmental Approvals. (iv) No pending or threatened litigation, administrative proceedings, investigations, or other form of governmental enforcement actions or proceedings exist as of the Closing, which are related to, directed at, or otherwise affecting the use, operation, or occupancy of any portion of the Premises. (v) The issuance of all necessary approvals (if any) from the New Jersey Department of Environmental Protection and the Planning Board (including site plan approval), and the good faith and diligent review of its application for such approvals, but not in any way limiting the Planning Board from exercising its legally-authorized discretion and any additional necessary approvals from Seller for the redevelopment of the Premises in accordance with the Selected Proposal, which Purchaser shall make a good faith and diligent effort to secure. (These approvals are exclusive of those described in Section 5(c) above, which remain the sole responsibility of Seller). (vi) To the extent necessary for Project financing, the issuance of the following: Xxxxxx County Planning Board approval, Hudson-Essex & Passaic Soil Conservation District approval, NJDEP BSDW Safe Drinking Water Permit, NJDEP Treatment Works approval, which Purchaser shall make a good faith and diligent effort to secure. (vii) Amendment to the current Redevelopment Plan to permit the Selected Proposal. (viii) Seller has executed, and is not in default or breach of, a Redeveloper’s Agreement and a Financial Agreement (in forms materially consistent with Appendix G and Appendix H of the RFP). (ix) Notwithstanding anything to the contrary in Section 4 above, Purchaser can extend the Closing Date for a period of up to six (6) months, but in no event beyond May 31, 2010, upon payment of a non-refundable extension fee of $600,000 (to be prorated if extension is less than six (6) months), if: (A) The potential of a riparian claim by the State of New Jersey to a portion of the Property exists (the “Riparian Claim”); (B) That Riparian Claim interferes with Purchaser’s ability to secure financing to perform its obligations under this Agreement and/or its Redeveloper’s Agreement with Seller; and (C) Purchaser has and is diligently using its best efforts to clear title from such the Riparian Claim. In connection with the foregoing, Seller shall cooperate with and assist Purchaser before and after the Closing with Purchaser’s efforts to remove and/or settle the Riparian Claim in accordance with the terms and conditions set forth in that certain Cost Allocation and Cooperation Agreement attached hereto as Exhibit D. (b) The conditions set forth in Section 6(a) above are solely for the benefit of Purchaser and, if not satisfied as of the Closing Date (as defined below), shall be subject to the remedies set forth in Section 15(b) below. (c) The Lender following shall have received advicebe conditions precedent to Seller's obligation to consummate the purchase and sale transaction contemplated herein: (i) Purchaser has executed, and is not in form default or breach of, a Redeveloper’s Agreement and substance a Financial Agreement (in forms materially consistent with Appendix G and from a source satisfactory to the Lender, to the effect that a search Appendix H of the applicable public records discloses no conditional sales contractsRFP). (ii) No pending or threatened litigation, chattel mortgagesadministrative proceedings, leases investigations, or other form of personaltygovernmental enforcement actions or proceedings exist as of the Closing, financing statements which are related to, directed at, or title retention agreements filed otherwise affecting the use, operation, or recorded against occupancy of any portion of the Property except such as the Lender shall have approvedPremises. (d) The Lender conditions set forth in Section 6(c) above are solely for the benefit of Seller and, if not satisfied as of the Closing Date (as defined below), shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory subject to the Lender, including without limitation, flood insurance (remedies set forth in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullSection 15(a) below. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. (1) Purchaser’s obligation under this Agreement to purchase the Property is subject to the fulfillment of each of the following conditions, subject, however, to the provisions of Section 10(3): 1. The following representations and warranties of Seller contained herein shall be conditions precedent materially true, accurate and correct as of the Closing Date (subject to the closing provisions of Section 8(5)); 2. Seller shall be ready, willing and able to deliver title to the Loan Property in accordance with the terms and the advance conditions of Loan proceeds:this Agreement; (a) This Agreement, the Note, the Deed of Trust and the other Loan Documents 3. Seller shall have been properly executed delivered all the documents and delivered other items required pursuant to Section 11 hereof, and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement to be performed or complied with by the Seller at or prior to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.Closing; (b) The Lender 4. Purchaser shall have received at Closing a paid title policy of title insurance on for the current Property with all endorsements required by this Agreement, an updated ALTA Form or survey, the Lease, estoppel certificates in form reasonably acceptable to Seller and a valid subordination, non-disturbance and enforceable commitment to issue the same, from a company satisfactory to the Lender attornment agreement substantially in the amount form attached hereto as Exhibit “D” (“SNDA”), it being agreed and understood that in no event shall Seller’s failure to deliver any estoppel certificate or SNDA be deemed a default by Seller nor shall any such failure or delay give Purchaser any right whatsoever to fail to close this transaction as described herein in the manner and at the time otherwise prescribed by this Agreement; 5. As of the Loan and which may be endorsed or assigned to Closing Date, Guarantor under the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on Lease for the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved an S&P credit rating of higher than “A”; 6. All material consents and containing affirmative insurance against mechanics liens approvals by any Governmental Authority and such other and further endorsements parties to agreements to which Seller is a party or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect by which Seller’s assets are bound that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise are required with respect to the Property), together with written evidence, in form consummation of the transactions contemplated by this Agreement shall have been obtained and substance copies thereof or other evidence satisfactory thereof shall have been delivered to Purchaser at or prior to the LenderClosing; 7. No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, that all fees and premiums due on account thereof rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing which prohibits the transfer of the Property or the consummation of any other transaction contemplated hereby; 8. On or prior to the Closing Date, (A) Seller shall not have applied for or consented to the appointment of a receiver, trustee or liquidator for itself or any of its assets unless the same shall have been paid discharged prior to the Closing Date, and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Closing Date, (B) Seller shall not have admitted in fullwriting an inability to pay its debts as they mature, (C) Seller shall not have made a general assignment for the benefit of creditors, (D) Seller shall not have been adjudicated as bankrupt or insolvent, or had a petition for reorganization granted with respect to Seller, (E) Seller shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against it in any proceedings under any such law, or had any petition filed against it in any proceeding under any of the foregoing laws unless the same shall have been dismissed, canceled or terminated prior to the Closing Date; and 9. The Current Lease shall have been terminated concurrently with the Closing. (e2) Seller’s obligation under this Agreement to sell the Property to Purchaser is subject to the fulfillment of each of the following conditions, subject, however to the provisions of Section 10(3): 1. The Lender representations and warranties of Purchaser contained herein shall be materially true, accurate and correct as of the Closing Date; 2. Purchaser shall have received delivered the funds required hereunder and approved an appraisal all the documents to be executed by Purchaser set forth in Section 12 hereof and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement to be performed or complied with by Purchaser at or prior to the Closing; 3. All consents and approvals by any Governmental Authority and parties to agreements to which Purchaser is a party or by which Purchaser’s assets are bound that are required with respect to the consummation of the transactions contemplated by this Agreement shall have been obtained and copies thereof shall have been delivered to Seller at or prior to the Closing; 4. No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing which prohibits the transfer of the Property indicating that or the ratio consummation of any other transaction contemplated hereby; 5. On or prior to the Closing Date, (A) Purchaser shall not have applied for or consented to the appointment of a receiver, receiver-manager, trustee or liquidator for itself or any of its assets unless the same shall have been discharged prior to the Closing Date, and no such receiver, receiver-manager, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Closing Date, (B) Purchaser shall not have admitted in writing an inability to pay its debts as they mature, (C) Purchaser shall not have made a general assignment for the benefit of creditors, (D) Purchaser shall not have been adjudicated as bankrupt or insolvent, or had a petition for reorganization granted with respect to Purchaser, (E) Purchaser shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against it in any proceedings under any such law, or had any petition filed against it in any proceeding under any of the Loan amount foregoing laws unless the same shall have been dismissed, canceled or terminated prior to the Closing Date; 6. Purchaser’s Designee and its affiliates, Inland Western Markham Limited Partnership and Inland Western Markham DST, shall have entered into that certain Canadian Tax Monitoring And Indemnity Agreement with Amex Canada Inc. in the form attached hereto as Exhibit “as-is” appraised value E”; and 7. Purchaser’s Affiliate, Inland Western Retail Real Estate Trust, Inc., shall have executed and delivered the Indemnification Guaranty in the form attached as an exhibit to the Lease (as defined below). (3) In the event that any condition contained in Section 10(1) or 10(2) is not satisfied, the party entitled to the satisfaction of such condition as a condition to its obligation to close title hereunder shall have as its sole remedy hereunder the right to elect to (i) waive such unsatisfied condition whereupon title shall close as provided in this Agreement, or (ii) if such failure is by Seller and is specific to a Property, Purchaser may delete such Property from this Agreement and receive credit against the Purchase Price in an amount equal to the portion of the Purchase Price allocated to such Property or, (iii) if such failures relate to more than one of the Property does if such failures were by Seller, Purchaser may terminate this Agreement, or (iv) if such failure is by Purchaser or Seller and is not exceed 75%. (fspecific to a Property, terminate this Agreement. Nothing contained in this Section 10(3) The Lender shall have received and approved be construed so as to bestow any right of termination upon a property condition report of party for the Property. (g) The Lender shall have received and approved a copy failure of a current Survey of the Land certified condition to be satisfied unless such party is expressly entitled to the Lender and to satisfaction of such condition as provided in Section 10(1) or 10(2). The provisions of this Section 10(3) shall survive the title insurance company and any recorded subdivision plat of the LandClosing.

Conditions Precedent to Closing. The following consummation of this Plan hereunder shall be conditions precedent subject to the closing of following conditions, to be satisfied prior to or at the Loan and the advance of Loan proceedsClosing: (a) This AgreementThat: (i) all the representations and warranties contained herein shall be true and correct as of the Closing with the same effect as though made as of and at such date; (ii) the performance of all obligations required by this Plan to be performed by MFVAT, on behalf of the NoteAcquired Funds, and by SAST on behalf of the Deed of Trust and the other Loan Documents Acquiring Funds, respectively, shall have been properly executed and delivered occur prior to the Lender, Closing; and (iii) each of MFVAT and SAST shall execute and deliver at the Deed Closing a certificate signed by a duly authorized officer of Trust shall be acknowledged and recorded in such trust to the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawforegoing effect. (b) The Lender SEC shall not have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount issued an unfavorable management report under Section 25(b) of the Loan and which may be endorsed 1940 Act or assigned instituted or threatened to the successors and assigns institute any proceeding seeking to enjoin consummation of the Lender without additional cost, insuring the lien Plan under Section 25(c) of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)1940 Act. (c) The Lender No other legal, administrative or other proceeding shall have received advicebeen instituted or threatened that would materially affect the financial condition of any Acquired Fund or Acquiring Fund or would prohibit the transactions contemplated hereby. (d) This Plan shall have been approved by a vote of a "majority of the outstanding voting securities," as such term is defined in Section 2(a)(42) of the 1940 Act, of each Acquired Fund at the Meeting or any adjournment thereof; provided, however, that if this Plan shall be so approved as to some, but not all, Acquired Funds, then at the election of SAST, this Plan may be consummated as to those Acquired Funds as to which this Plan has been so approved. (e) MFVAT shall create and deliver at Closing a statement of assets and liabilities of each Acquired Fund as of the close of trading on the New York Stock Exchange on the Closing Date for the purpose of determining the number of Acquiring Fund shares to be issued pursuant to Section 2 of this Plan, which statement will accurately reflect its Net Assets as of such date, in conformity with generally accepted accounting principles applied on a consistent basis. (f) SAST shall create and deliver at Closing a statement of assets and liabilities of each Acquiring Fund as of the close of trading on the New York Stock Exchange on the Closing Date for the purpose of determining the number of Acquiring Fund shares to be issued pursuant to Section 2 of this Plan, which statement shall accurately reflect its net assets and outstanding shares of beneficial interest as of such date, in conformity with generally accepted accounting principles applied on a consistent basis. (g) MFVAT, on behalf of each Acquired Fund, shall have provided for delivery as of the Closing of those Net Assets of each Acquired Fund to be transferred to the account of the corresponding Acquiring Fund at SAST's custodian, State Street Bank and Trust Company (the "Acquiring Fund Custodian"), 225 Franklin Street, Boston, Massachusetts 02110, as follows: (x) Xxxxxxxxx xxxxxxxxxx xxxx xxx xxx xxxx xn book entry form in the name of the Acquired Fund's custodian, as record holder for the Acquired Fund, shall be presented by the Acquired Fund to the Acquiring Fund Custodian for examination no later than three business days preceding the Closing Date and, at the Closing, shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund, duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof in accordance with the customary practice of brokers, and shall be accompanied by all necessary securities transfer stamps; and (ii) Portfolio securities held of record by the Acquired Fund's custodian in book entry form shall be delivered to the Acquiring Fund by the Acquired Fund's custodian by recording the transfer of beneficial ownership thereof on its records. The Acquiring Fund Custodian shall present at the Closing its written receipt for the portfolio securities of each Acquired Fund. (h) MFVAT, on behalf of each Acquired Fund, shall have prepared and deliver at the Closing a list of names and addresses of the shareholders of record of its shares and the number of shares of beneficial interest of each Acquired Fund owned by each such shareholder, all as of the close of trading on the New York Stock Exchange on the Closing Date, certified by its transfer agent or by its President to the best of its or his knowledge and belief. (i) SAST, on behalf of each Acquiring Fund, shall have prepared satisfactory evidence that each Acquiring Fund's shares to be issued at the Closing have been registered in an account on the books of the Acquiring Fund in such manner as the officers of MFVAT on behalf of each Acquired Fund reasonably shall deem appropriate. (j) There shall be delivered to SAST and MFVAT an opinion of Jorden Burt LLP, special counsel to SAST, to the effect that, provided xxx xxxxxxxtions contemplated hereby are carried out in accordance with this Plan, and based upon certificates of the officers of SAST and MFVAT with regard to matters of fact, Contract Owners with contract values allocated to the Acquiring and Acquired Funds will not incur any additional tax obligations because of the reorganization transactions. In the case of the acquisition of MFVAT U.S. Government Income by SAST Cash Management, the transaction, while taxable, will not be taxed because of the tax deferral provided by the variable contracts. Another opinion of counsel will conclude that the other transactions will constitute tax-free reorganizations, and Contract Owners with contract values allocated to the Acquiring and Acquired Funds will not incur any additional tax obligations because of the reorganization transaction. (k) There shall be delivered to SAST an opinion, in form and substance and from a source reasonably satisfactory to the Lenderit, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases counsel employed or retained by MFVAT (who may be an officer of personalty, financing statements MFVAT or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (dits investment adviser) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property)Acquired Funds to the effect that, together subject in all respects to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws now or hereafter affecting generally the enforcement of creditors' rights and to general equity principles: (i) MFVAT is a business trust duly organized under the laws of the Commonwealth of Massachusetts, and is an existing business trust in good standing; (ii) MFVAT is authorized to issue an unlimited number of shares of beneficial interest of each Acquired Fund, par value $0.001 per share, and such shares have not been divided into classes. Assuming that the initial shares of beneficial interest of Acquired Fund were issued in accordance with the 1940 Act and the Declaration of Trust and By-laws of MFVAT, and that all other outstanding shares of the Acquired Funds were sold, issued and paid for in accordance with the terms of the Acquired Funds' prospectuses in effect at the time of such sales, each such outstanding share is fully paid, non-assessable, freely transferable and has full voting rights; (iii) Each Acquired Fund is a series of MFVAT, which is an open-end management investment company registered as such under the 1940 Act; (iv) Such counsel does not know of, and has not made independent inquiry or investigation to ascertain the existence of, any litigation or government proceeding instituted or threatened against MFVAT or any of the Acquired Funds that could be required to be disclosed in the applicable Registration Statement and is not so disclosed; (v) All actions required to be taken by MFVAT on behalf of the Acquired Funds to authorize this Plan and to effect the transactions contemplated hereby have been duly authorized by all necessary action on the part of MFVAT; and (vi) None of the execution, delivery or performance of this Plan by MFVAT on behalf of the Acquired Funds violates any provision of its Declaration of Trust or By-laws, or the provisions of such other agreement or instruments as are specified in that opinion; this Plan is the legal, valid and binding obligation of MFVAT on behalf of the Acquired Funds and is enforceable against MFVAT on behalf of the Acquired Funds in accordance with its terms. In giving the opinions set forth above, counsel will rely on certificates of the officers of MFVAT with regard to matters of fact, and certain certifications and written evidencestatements of governmental officials with respect to the good standing of MFVAT. With respect to all matters of New York law, such counsel shall be entitled to rely on the opinion of Massachusetts counsel or New York counsel, as applicable, and may state that their opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in the opinion of such Massachusetts counsel or New York counsel, as the case may be. (l) That there shall be delivered to MFVAT an opinion, in form and substance reasonably satisfactory to it, of counsel employed or retained by SAST (who may be an officer of SAST or its investment adviser) with respect to the LenderAcquiring Funds to the effect that, subject in all respects to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws now or hereafter affecting generally the enforcement of creditors' rights: (i) SAST is a business trust duly organized under the laws of the Commonwealth of Massachusetts, and is an existing business trust in good standing ; (ii) SAST is authorized to issue an unlimited number of shares of beneficial interest of each Acquiring Fund, without par value. Each Acquiring Fund is further divided into three classes of shares designated as the Acquiring Fund's Class 1, Class 2 and Class 3 shares, and an unlimited number of shares of beneficial interest, without par value, have been allocated and designated to the Acquiring Fund's Class 1 shares. Assuming that the initial shares of beneficial interest of each Acquiring Fund were issued in accordance with the 1940 Act, and the Agreement and Declaration of Trust and By-laws of SAST, and that all fees other outstanding shares of the Acquiring Funds were sold, issued and premiums due on account thereof paid for in accordance with the terms of the Acquiring Funds' prospectuses in effect at the time of such sales, each such outstanding share of the Acquiring Funds is fully paid, non-assessable, freely transferable and has full voting rights; (iii) Each Acquiring Fund is a series of SAST, which is an open-end management investment company registered as such under the 1940 Act; (iv) Such counsel does not know of, and has not made independent inquiry or investigation to ascertain the existence of, any litigation or government proceeding instituted or threatened against SAST or any of the Acquiring Funds that could be required to be disclosed in the applicable Registration Statement and is not so disclosed; (v) Each Acquiring Fund's shares to be issued pursuant to the terms of this Plan have been duly authorized and, when issued and sold as provided in this Plan for the consideration stated in this Plan, which shall in each event be at least equal to the net asset value per share, they will have been validly issued and fully paid and will be non-assessable, and no shareholder of any Acquiring Fund has any pre-emptive right to subscribe for or purchase those shares; (vi) All actions required to be taken by SAST on behalf of the Acquiring Funds to authorize this Plan and to effect the transactions contemplated hereby have been duly authorized by all necessary action on the part of SAST; and (vii) None of the execution, delivery or performance of this Plan by SAST on behalf of the Acquiring Funds violates any provision of its Agreement and Declaration of Trust or By-laws, or the provisions of any agreement or other instrument known to such counsel to which SAST is a party or by which SAST is otherwise bound; this Plan is the legal, valid and binding obligation of SAST on behalf of the Acquiring Funds and is enforceable against SAST on behalf of the Acquiring Funds in fullaccordance with its terms. In giving the opinions set forth above, counsel will rely on certificates of the officers of SAST with regard to matters of fact, and certain certifications and written statements of governmental officials with respect to the good standing of SAST. (em) The Lender SAST's Registration Statement with respect to the Acquiring Funds' Class 1 shares to be delivered to the Acquired Funds' shareholders in accordance with this Plan shall have received become effective, and approved an appraisal no stop order suspending the effectiveness of the Property indicating that the ratio of the Loan amount such Registration Statement or any amendment or supplement thereto, shall have been issued prior to the “as-is” appraised value Closing Date or shall be in effect at Closing, and no proceedings for the issuance of the Property does not exceed 75%such an order shall be pending or threatened on that date. (fn) The Lender That each Acquiring Fund's shares to be delivered hereunder shall have received and approved a property condition report be eligible for sale by SAST with each state commission or agency with which such eligibility is required in order to permit the Acquiring Fund's shares lawfully to be delivered to each holder of the PropertyAcquired Funds' shares. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following (a) Purchaser’s obligation to close the transactions hereunder shall be conditions precedent subject to the closing satisfaction of the Loan and following conditions precedent, provided that Purchaser, at its election, upon written notice delivered to Seller at or prior to the advance Closing, may waive all or any of Loan proceedssuch conditions: (ai) This AgreementIf Purchaser elects to receive Seller Financing, Seller shall have executed and delivered, or shall cause its affiliates to execute and deliver, to Purchaser all of the Notedocuments required to effectuate the Seller Financing (the “Seller Financing Documents”). (ii) Seller shall have executed and delivered, the Deed or shall have caused its affiliates to execute and deliver, to Purchaser all of Trust and the other Loan Documents documents required of Seller under this Agreement. (iii) All of Seller’s representations and warranties set forth in Sections 7, 8(a) and 9(b) of this Agreement shall be true and correct in all material respects on the Closing Date. (iv) Seller’s counsel shall have been properly executed delivered the legal opinions required under the documentation for FL5 and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawFL6. (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender If any condition set forth in the amount Section 6(a) is not satisfied as of the Loan Closing Date, Purchaser may, in its sole discretion, either (i) waive such condition(s) or (ii) terminate this Agreement and which may be endorsed or assigned to the successors and assigns receive a refund of the Lender without additional costDeposit. Notwithstanding the foregoing, insuring the lien provisions of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel this Section 6(b) shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements not limit Purchaser’s rights or coverages as Lender may reasonable require (the “Title Policy”)remedies under Section 13. (c) The Lender Seller’s obligation to close the transactions hereunder shall be subject to the satisfaction of the following conditions precedent, provided that Seller, at its election, upon written notice delivered to Purchaser at or prior to the Closing, may waive all or any of such conditions: (i) If Purchaser elects to receive Seller Financing, Purchaser shall have received adviceexecuted and delivered, in form or shall cause its affiliates to execute and substance and from a source satisfactory to the Lenderdeliver, to the effect that a search Seller all of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender Seller Financing Documents. (ii) Purchaser shall have approvedexecuted and delivered, or shall have caused its affiliates to execute and deliver, to Seller all of the other documents required of Purchaser under this Agreement. (iii) All of Purchaser’s representations and warranties set forth in Sections 8(b) and 9(a) of this Agreement shall be true and correct in all material respects on the Closing Date. (iv) Purchaser shall have delivered to Seller the balance of the Purchase Price and the Escrow Agent shall have delivered the Deposit to Seller. (d) The Lender shall have received all policies If any condition set forth in Section 6(c) is not satisfied as of insurance required by the terms hereof and by the other Loan Documents to be Closing Date, Seller may, in effect from a company its sole discretion, either (i) waive such condition(s) or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (ii) terminate this Agreement (in which event the amount Deposit shall be refunded to Purchaser). Notwithstanding the foregoing, the provisions of the Loan this Section 6(d) shall not limit Seller’s rights or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullremedies under Section 13. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following shall be conditions precedent to the closing Commitments of the Loan Lenders shall not become effective unless and until all fees due and payable by the Borrower in connection with this Agreement have been paid and the advance of Loan proceedsAdministrative Agent shall have received the following: (a) This AgreementPromissory notes, the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered in a form acceptable to the LenderAdministrative Agent, payable to the Deed order of Trust shall be acknowledged and recorded in the appropriate public office or delivered to each Lender that has requested such a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawnote. (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount Copies of the Loan and which may be endorsed or assigned to the successors and assigns resolutions of the Lender without additional cost, insuring the lien Board of Directors of the Deed Borrower approving this Agreement and all documents evidencing other necessary corporate action, certified by the Secretary or an Assistant Secretary of Trust the Borrower to be a valid first lien true and correct, and in full force and effect on and as of the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)date hereof. (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search A certificate of the applicable public records discloses no conditional sales contractsSecretary or an Assistant Secretary of the Borrower, chattel mortgagesdated as of the date hereof, leases certifying the names and true signatures of personalty, financing statements or title retention agreements filed or recorded against the Property except such as officers of the Lender shall have approvedBorrower authorized to sign this Agreement and the other documents to be delivered hereunder. (d) The Lender shall have received all policies A certificate of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount Responsible Officer of the Loan Borrower, dated as of the date hereof, certifying (i) the accuracy of the representations and warranties contained herein and (ii) that no event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the maximum limit of coverage available on the Propertyrequirement that notice be given or time elapse, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullboth. (e) The Lender shall have received Certified copies of all governmental approvals and approved an appraisal authorizations required to be obtained in connection with the execution, delivery and performance by the Borrower of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%this Agreement. (f) The Lender shall have received and approved a property condition report Certified copies of the PropertyRestated Charter and By-Laws of the Borrower. (g) The Lender shall have received and approved a copy Favorable opinions of a current Survey Xxxxxxx X. Xxxxxxx, General Counsel of the Land certified Borrower, and of Hunton & Xxxxxxxx, counsel for the Borrower, substantially in the forms of Exhibit C-1 and C-2, respectively, hereto and as to such other matters as any Lender through the Lender and to Administrative Agent may reasonably request. (h) A favorable opinion of King & Spalding, counsel for the title insurance company and any recorded subdivision plat Administrative Agent, substantially in the form of Exhibit D hereto. (i) Evidence that all outstanding obligations of the LandBorrower under the Existing Credit Facilities have been paid in full and that the commitments of the lenders under such Existing Credit Facilities have been terminated.

Conditions Precedent to Closing. The following Commitments of the Lenders shall be not become effective unless and until (i) the conditions precedent to the closing set forth in Section 3.01 of the Loan 364-day $272,500,000 Credit Agreement, dated as of the date hereof, among the Company, the lenders named therein and Citibank, as administrative agent, shall have been satisfied, (ii) the advance of Loan proceedsExisting Facilities shall have been terminated and all amounts outstanding thereunder shall have been paid in full and (iii) the Administrative Agent shall have received the following: (a) This AgreementPromissory notes, the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered if requested by any Lender pursuant to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawSection 2.06. (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount Certified copies of the Loan and which may be endorsed or assigned to the successors and assigns resolutions of the Lender without additional cost, insuring the lien Board of Directors of the Deed of Trust to be a valid first lien on the PropertyCompany approving this Agreement, free and clear of all defectsdocuments evidencing other necessary corporate action and governmental approvals, exceptions including the NCUC Order and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)SCPSC Order, with respect to this Agreement. (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search A certificate of the applicable public records discloses no conditional sales contractsSecretary or an Assistant Secretary of the Company, chattel mortgagesdated as of the date hereof, leases certifying the names and true signatures of personalty, financing statements or title retention agreements filed or recorded against the Property except such as officers of the Lender shall have approvedCompany authorized to sign this Agreement and the other documents to be delivered hereunder. (d) The Lender shall have received all policies A certificate of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount Responsible Officer of the Loan Company, dated as of the date hereof, certifying (i) the accuracy of the representations and warranties contained herein and (ii) that no event has occurred and is continuing which constitutes an Event of Default or which would constitute an Event of Default but for the maximum limit of coverage available on the Propertyrequirement that notice be given or time elapse, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullboth. (e) The Lender shall have received Certified copies of all required governmental approvals and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%authorizations. (f) The Lender shall have received and approved a property condition report Certified copy of the Propertyrestated charter and bylaws of the Company. (g) The Favorable opinions of counsel for the Company, substantially in the forms of Exhibit C-1 and Exhibit C-2 hereto and as to such other matters as any Lender shall have received and approved a copy through the Administrative Agent may reasonably request. (h) A favorable opinion of a current Survey King & Spalding, counsel for the Administrative Agent, substantially in the form of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the LandExhibit D hereto.

Conditions Precedent to Closing. The following shall be conditions precedent to the closing of the Loan and the advance of Loan proceeds: (a) This AgreementThe Company’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived in writing by the Note, Company: (i) receipt by the Deed Company of Trust same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (ii) completion of the purchases and sales under the Agreements with Purchasers of Shares having an aggregate purchase price of at least $20,000,000; (iii) the accuracy of the representations and warranties (as if such representations and warranties were made on the Closing Date) made by the Purchasers and the other Loan Documents fulfillment of those undertakings and covenants of the Purchasers required to be fulfilled prior to the Closing; (iv) the Purchaser shall have been properly executed and delivered to the LenderCompany the Questionnaire and the Registration Statement Questionnaire attached hereto as part of Appendix I (the “Registration Statement Questionnaire”), pursuant to which the Deed of Trust Purchaser shall be acknowledged and recorded provide information necessary to confirm such Purchaser’s status as an “accredited investor” as defined in Rule 501 promulgated under the appropriate public office Securities Act; (v) no proceeding challenging this Agreement or delivered any agreement with any Other Purchaser or the transactions contemplated hereby or thereby or seeking to a representative of prohibit, alter, prevent or materially delay the title company for recording and payment Closing shall have been made for all conveyancing instituted or shall be pending before any court, arbitrator or governmental body, agency or official; and recording in connection with (vi) the settlement sale of the Loan, and for Shares shall not be prohibited by any transfer law or documentary stamp taxes due under any federal, state governmental order or municipal lawregulation. (b) The Lender Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the conditions: (i) that the representations and warranties made by the Company herein are accurate as of the Closing Date; (ii) that the Company has fulfilled all undertakings and covenants set forth herein required to be fulfilled prior to the Closing; (iii) that the Common Stock shall be quoted on the Nasdaq National Market System (“Nasdaq”); (iv) the absence of any Material Adverse Change (as defined in Section 4.22 below) affecting the Company since September 30, 2004; (v) no proceeding challenging this Agreement or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have received a paid policy been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; (vi) the sale of title insurance on Shares shall not be prohibited by any law or governmental order or regulation; and (vii) the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount purchase of the Loan and which may be endorsed or assigned to the successors and assigns Shares having an aggregate purchase price among all Purchasers of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)at least $20,000,000. (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The issuance of the Notes is subject to the satisfaction of the following shall be conditions precedent to the closing (and such issuance shall become effective on and as of the Loan and first date (the advance “Effective Date”) on which such conditions precedent have been satisfied or (with the exception of Loan proceedsthe condition set forth in subsection 3.01(c) below, which is non-waivable) waived by the Required Holders: (a) This The Administrative Agent shall have received on or before the Effective Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified): (i) Copies of the Notes payable to the Initial Holders, duly executed by the Co-Issuers, to the extent that physical Notes have been requested by the Initial Holders pursuant to the terms of Section 2.09(c). (ii) A security agreement in substantially the form of Exhibit C hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 4.01(i) or otherwise, in each case as amended, the “Security Agreement”), duly executed by each Note Party, together with: (A) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Required Holders may deem reasonably necessary or desirable in order to perfect and protect the second priority (subject only to the Lien of the First Lien Collateral Agent in favor of the holders of the First Lien Obligations) liens and security interests created under the Security Agreement, covering the NoteCollateral described in the Security Agreement, (B) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Required Holders may reasonably deem necessary or desirable in order to perfect and protect the security interest created thereunder, and (C) evidence that all other actions that the Deed Required Holders may reasonably deem necessary or desirable in order to perfect and protect the second priority (subject only to the Lien of Trust the First Lien Collateral Agent in favor of the holders of the First Lien Obligations) liens and security interests created under the Security Agreement has been taken. (iii) A copy of a certificate of the Secretary of State of the jurisdiction of formation of each Note Party, dated reasonably near the Effective Date, certifying (A) as to a true and correct copy of the charter or similar organizational document of such Note Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Note Party’s charter (or similar organization document) on file in such Secretary’s office, (2) such Note Party has paid all franchise taxes to the date of such certificate and (3) such Note Party is duly organized and in good standing or presently subsisting under the laws of the State of the jurisdiction of its organization. (iv) A certificate of each Note Party, signed on behalf of such Note Party by its President or a Vice President and its Secretary or any Assistant Secretary, or in the case such Note Party does not have a Secretary or any Assistant Secretary, any other duly qualified officer of such Note Party, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the absence of any amendments to the charter or similar organizational document of such Note Party since the date of the Secretary of State’s certificate referred to in Section 3.01(a)(iii), (B) a true and correct copy of the bylaws of such Note Party as in effect on the Effective Date, (C) the due organization and good standing or valid existence of such Note Party under the laws of the jurisdiction of its organization, and the absence of any proceeding for the dissolution or liquidation of such Note Party and (D) the absence of any event occurring and continuing, or resulting after giving effect to the issuance of the Notes, that constitutes a Default. (v) A certificate of the President or a Vice President and the Secretary or an Assistant Secretary of each Note Party, or in the case such Note Party does not have a Secretary or any Assistant Secretary, any other duly qualified officer of such Note Party, certifying the names and true signatures of the officers of such Note Party authorized to sign each Note Document to which it is or is to be a party and the other Loan Documents shall have been properly executed documents to be delivered hereunder and delivered thereunder. (vi) The Intercreditor Agreement, in substantially the form of Exhibit E hereto. (vii) Evidence of the Note Parties’ insurance coverage reasonably satisfactory to the LenderRequired Holders, demonstrating that the Deed Note Parties’ existing insurance coverage remains in effect. (viii) One or more favorable opinions of Trust shall be acknowledged and recorded in counsel to the appropriate public office Note Parties, covering such matters as the Agents or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawRequired Holders may reasonably request. (b) The Lender Company shall have received a paid policy all accrued fees of title insurance on the current ALTA Form or a valid Agents and enforceable commitment to issue all reasonable expenses of the same, from a company satisfactory Agents (including the reasonable accrued fees and expenses of counsel to the Lender in Agents), and the amount Co-Issuers shall have complied with the terms of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)Fee Letter. (c) The Lender All conditions precedent to the effectiveness of the Plan of Reorganization (other than the execution of this Agreement), as specified in the Plan of Reorganization, shall have received advice, been satisfied or waived in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approvedaccordance with its terms. (d) The Lender To the extent that physical Notes have been requested by the Initial Holders pursuant to the terms of Section 2.09(c), the Initial Holders shall have received all policies of insurance required such Notes, duly executed by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullCo-Issuers. (e) The Lender Required Holders shall have received and approved an appraisal of such other approvals, opinions or documents as the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%Required Holders may reasonably request. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following shall be conditions precedent respective obligations of each party under this Agreement with respect to the closing Merger are subject to the satisfaction of each of the Loan and following conditions, unless waived by each of the advance parties that is the beneficiary of Loan proceedsthe satisfaction of such condition, at or before the Closing: (a) This Agreementholders of a majority of the outstanding shares of Company Common Stock shall have approved this Agreement and the Merger in accordance with the DGCL, the Note, certificate of incorporation and bylaws of the Deed of Trust Company and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative Regulations of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.NASDAQ; (b) The Lender the Registration Statement shall have received a paid policy of title insurance on become effective in accordance with the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount provisions of the Loan Securities Act and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except no stop order suspending such as the Lender and its counsel effectiveness shall have approved been issued and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”).remain in effect; (c) The Lender the shares of Qwest Common Stock issuable in the Merger shall have been approved for inclusion in NASDAQ, if necessary, subject only to official notice of issuance; (d) each of the Company, its Subsidiaries, Qwest and Qwest Subsidiary shall have obtained from each Governmental Body or other person each Approval or taken all actions required to be taken in connection with each Approval, and all waiting, review or appeal periods under the Xxxx-Xxxxx-Xxxxxx Act or otherwise prescribed with respect to each Approval shall have terminated or expired, as the case may be, in each case with respect to an Approval that is required or advisable on the part of such person for (1) the due execution and delivery by such person of each Transaction Document to which it is or may become a party, (2) the conclusion of the Transactions, (3) the performance by such person of its obligations with respect to the Transactions under each Transaction Document to which it is or may become a party and (4) the exercise by such person of its rights and remedies with respect to the Transactions under each Transaction Document to which it is or may become a party or with respect to which it is or may become an express beneficiary, except in each case referred to in the preceding clauses (1), (2), (3) and (4) where the failure to obtain such Approval, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on such person; (e) no Regulation shall have been enacted, entered, promulgated or enforced by any Governmental Body which is in effect and (1) has the effect of making the Merger illegal or otherwise prohibiting the consummation of the Merger or (2) could reasonably be expected to have a Material Adverse Effect on any of the Company, its Subsidiaries, Qwest and Qwest Subsidiary; (f) none of the Company, its Subsidiaries, Qwest and Qwest Subsidiary (1) is in violation or breach of or default with respect to (A) any Regulation of any Governmental Body or any decision, ruling, order or award of any arbitrator applicable to it or its business, properties or operations or (B) any agreement, indenture or other instrument to which it is a party or by which it or its properties may be bound or affected, (2) would be in violation or breach of or default with respect to any Regulation of any Governmental Body or any decision, ruling, order or award of any arbitrator applicable to it or its business, properties or operations in connection with or as a result of the conclusion of any of the Transactions or (3) has received notice that, in connection with or as a result of the conclusion of any of the Transactions, it is or would be in violation or breach of or default with respect to any Regulation of any Governmental Body or any decision, ruling, order or award of any arbitrator applicable to it or its business, properties or operations, except in each case referred to in the preceding clauses (1), (2), (3), and (4) for violations, breaches or defaults that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on such person; (g) each Transaction Document required to be executed and delivered prior to the Effective Time shall have been so executed and delivered by the respective parties thereto; (h) the representations and warranties of each other party contained in each Transaction Document to which such other party is a party shall be true and correct in all respects on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date (except for those representations and warranties that address matters only as of a particular date or only with respect to a particular period of time, which representations or warranties shall be true and correct as of such date or with respect to such period), except where the failure of such representations or warranties to be so true and correct (without giving effect to any limitation as to "material," "materiality," "Material Adverse Effect," specified dollar amount thresholds or other similar qualifiers), individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect on such person; (i) each other party shall have performed, in all material respects, all of the covenants and other obligations required by each Transaction Document required to be performed by such other party at or before the Closing; (j) counsel to the Company shall have received advicetax representation letters substantially in the form of Exhibits 3.1(j)(1) and 3.1(j)(2) attached hereto, and the Company shall have received an opinion from its counsel on the Closing Date dated as of the Closing Date, substantially in the form of Exhibit 3.1(j)(3) attached hereto; (k) each party shall have received from each other party the following, each dated the Closing Date, in form and substance and from a source reasonably satisfactory to the Lenderreceiving party: (1) a certificate of the Secretary or an Assistant Secretary of such other party with respect to (A) the certificate of incorporation or articles of incorporation, as the case may be, of such other party, (B) the bylaws of such other party, (C) the resolutions of the Board of Directors of such other party, approving each Transaction Document to which such other party is a party and the other documents to be delivered by it under the Transaction Documents, and (D) the names and true signatures of the officers of such other party who signed each Transaction Document to which such other party is a party and the other documents to be delivered by such other party under the Transaction Documents; (2) a certificate of the President or a Vice President of such other party to the effect that (A) the representations and warranties of such other party contained in the Transaction Documents to which it is a search party are true and correct in all material respects as of the applicable public records discloses no conditional sales contractsClosing Date and (B) such other party has performed, chattel mortgagesin all material respects, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance covenants and other obligations required by the terms hereof and by the other Loan Transaction Documents to which it is a party to be in effect from a company performed by it on or companies and in form and amount satisfactory to before the Lender, including without limitation, flood insurance Closing Date; (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required 3) with respect to the Property)Company, together certified copies, or other evidence reasonably satisfactory to Qwest and Qwest Subsidiary, of all Approvals of all Governmental Bodies and other persons with written evidencerespect to the Company referred to in Section 4.3; (4) with respect to Qwest, in form and substance certified copies, or other evidence reasonably satisfactory to the LenderCompany, that of all fees Approvals of all Governmental Bodies and premiums due on account thereof have been paid other persons with respect to Qwest referred to in full.Section 5.3; (e5) The Lender with respect to Qwest Subsidiary, certified copies, or other evidence reasonably satisfactory to the Company, of all Approvals of all Governmental Bodies and other persons with respect to Qwest Subsidiary referred to in Section 5.3; (6) a certificate of the Secretary of State of the jurisdiction in which such other party is incorporated, dated as of a recent date, as to the good standing of and payment of taxes by such other party and as to the charter documents of such other party on file in the office of such Secretary of State; and (7) with respect to the Company, a certificate of the President or a Vice President of the Company with respect to U.S. real property interests, substantially in the form of Exhibit 3.1(k)(7) attached hereto; and (l) Qwest and Qwest Subsidiary shall have received and approved from the Company a written agreement of each person who is identified as an appraisal "affiliate" on the list furnished by the Company pursuant to Section 7.1(h), which is substantially in the form of Exhibit 3.1(l) attached hereto, without material cost or other liability to any of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received Company, its Subsidiaries, Qwest and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company Qwest Subsidiary and any recorded subdivision plat of the Landother person.

Conditions Precedent to Closing. The following (a) Purchaser’s obligation to close the transactions hereunder shall be conditions precedent subject to the closing satisfaction of the Loan and following conditions precedent, provided that Purchaser, at its election, upon written notice delivered to Seller at or prior to the advance Closing, may waive all or any of Loan proceedssuch conditions: (ai) This Agreement, the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender Purchaser shall have received estoppel certificates (with such non-material modifications as any tenant shall make thereto) (x) in the form attached hereto as Exhibit 1 or (y) in such form as prescribed in such tenant’s lease (each a paid policy “Tenant Estoppel” and collectively the “Tenant Estoppels”) from tenants leasing not less than seventy-five percent (75%) in the aggregate of title insurance on the current ALTA Form leased square footage of Leases in effect as of the Closing Date (“Minimum Estoppel Percentage”) including each of the following tenants: American Legislative Exchange Council and National Association of Student Financial Aid Administrators (the “Major Tenants”). In determining whether the foregoing requirement has been satisfied, Purchaser agrees not to object to (A) any non-material qualifications or modifications which a valid tenant may make to the form of Tenant Estoppel and/or (B) any modification to a Tenant Estoppel to conform it to the form of tenant estoppel the tenant is required to give under its Lease. Notwithstanding the foregoing, if Seller has obtained Tenant Estoppels from tenants leasing at least sixty-five percent (65%) in the aggregate of the lease square footage of Leases in effect as of the Closing Date (including each of the Major Tenants) but is unable to obtain the Minimum Estoppel Percentage, then Seller may, at its election, satisfy such condition by delivering a Seller Estoppel (defined below) instead of a Tenant Estoppel for any such Tenant(s) so that it obtains the Minimum Estoppel Percentage. A “Seller Estoppel” shall be an estoppel certificate from Seller which shall (x) be in the form annexed hereto as Exhibit 2 (with such non-material modifications as Seller shall make thereto), and enforceable commitment (y) expire one hundred eighty (180) days after the Closing Date. If, after the Closing, Seller delivers to issue Purchaser, or Purchaser receives in substance, regardless of the sameform of the document, an estoppel from a company satisfactory tenant for which a Seller Estoppel was delivered, in whole or in part, then Seller shall thereafter be released from said Seller Estoppel to the Lender extent the estoppel addressed the subject matter in the Seller Estoppel (it being agreed by Purchaser that the provisions of this subsection relating to the release of Seller upon such post Closing delivery shall survive Closing). In the event that Purchaser receives an estoppel certificate with material and adverse modifications to which it objects, Purchaser shall deliver written notice of such objection to Seller (an “Estoppel Objection Notice”) within five (5) Business Days of its receipt of such estoppel certificate. Failure of Purchaser to timely deliver an Estoppel Objection Notice shall be deemed a waiver of Purchaser’s right to object hereunder and such estoppel certificate shall be deemed valid for all purposes under this Section 11(a)(i). If Purchaser timely delivers an Estoppel Objection Notice and Seller is unwilling or unable to provide a replacement estoppel certificate curing the objections set forth in the Estoppel Objection Notice or to otherwise make Purchaser whole with respect to the matters objected to in the Estoppel Objection Notice, then the estoppel certificate objected to in the Estoppel Objection Notice shall not be deemed valid for purposes of this Section 11(a)(i). Notwithstanding the foregoing, if any tenant indicates in its Tenant Estoppel that it has a claim, which would entitle it to set-off the amount of the claim against rent due under its Lease and the amount of such claim is ascertainable and Purchaser timely delivers an Estoppel Objection Notice with respect thereto, Seller shall have the right, at its sole option, to give Purchaser a credit against the cash portion of the Purchase Price in the amount of the Loan and claim or to deliver an indemnity reasonably acceptable to Purchaser with respect thereto, in which may event such Tenant Estoppel shall be endorsed or assigned deemed valid for the purposes of this Section 11(a)(i). Seller agrees to the successors and assigns request a Tenant Estoppel from each of the Lender without additional costtenants under the Leases and shall use commercially reasonable efforts to obtain Tenant Estoppels from the tenants; provided, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lenderhowever, that all fees and premiums due on account thereof have been paid in fullSeller shall not be required to bring any actions against any tenant or to pay any amounts to any tenants to obtain the same. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following shall be are conditions precedent to Buyers obligations under this Agreement (the closing "Buyer Conditions Precedent"). The Buyer Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing. In the Loan event any Buyer Condition Precedent is not satisfied, Buyer may, in its sole and the advance absolute discretion, terminate this Agreement and all obligations of Loan proceeds:Buyer and Seller hereunder (except provisions of this Agreement which recite that they survive termination) shall terminate and be of no further force or effect. (a) This AgreementBuyer's inspection, review and approval, within the NoteInspection Period, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative all aspects of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawReal Property. (b) The Lender shall have received a paid policy issuance by the Title Company to Buyer of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory Title Policy subject only to the Lender in Approved Title Exceptions and including the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)Endorsements. (c) The Lender shall have received adviceBuyer's receipt, in form and substance and from a source satisfactory to within the LenderInspection Period, to of an "as-built", ALTA/ACSM survey (the effect that a search "Survey") of the applicable public records discloses no conditional sales contractsReal Property, chattel mortgagesreflecting all plottable items referred to in the Preliminary Report, leases prepared by a surveyor or civil engineer licensed in the State of personaltyCalifornia, financing statements or title retention agreements filed or recorded against complying with the Property except such as requirements, and containing the Lender shall have approvedcertification, set forth in Exhibit L attached hereto. (d) The Lender All of Seller's representations and warranties contained in or made pursuant to this Agreement shall have received all policies of insurance required by the terms hereof been true and by the other Loan Documents to correct when made and shall be in effect from a company or companies true and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount correct as of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullClosing Date. (e) The Lender Seller shall have received fully complied with all of Seller's duties and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%obligations contained in this Agreement. (f) The Lender There shall not have received and approved a property condition report first arisen between the end of the Inspection Period and the Closing Date, any litigation or administrative agency action or other pending governmental proceeding which, after Closing, would, in Buyer's reasonable discretion, materially adversely affect the value of the Real Property or the ability of Buyer to operate the Real Property in the manner in which it is currently being operated, nor any pending proceedings which would cause the redesignation or other modification of the zoning classification of, or of any building or environmental code requirements applicable to, any of the Real Property. Seller shall notify Buyer promptly upon Seller's having knowledge of any litigation to which Seller is a party or of any administrative proceeding specifically relating to the Real Property. (g) The Lender Seller shall have received provided Buyer with an updated Lease Schedule three (3) business days prior to Closing, which updated Lease Schedule must not indicate any material adverse change from the Lease Schedule last approved by Buyer. Seller shall specifically identify any changes from the most recently approved Lease Schedule, and Buyer shall have performed a closing audit which confirms the Lease Schedule. (h) Seller shall terminate prior to the Closing, at no cost or expense to Buyer, any and all Service Contracts or Other Documents affecting the Real Property that are not Assigned Contracts. Concurrently with the expiration of the Inspection Period, Buyer shall provide to Seller a list of the Assigned Contracts. (i) In Buyer's reasonable determination there shall not have occurred, between the end of the Inspection Period and the Closing Date, any material adverse change in or addition to the information or items reviewed and approved a copy by Buyer during the Inspection Period. (j) Buyers review of the Required Estoppel Certificates to confirm that they contain the documentation and/or information reasonably requested by Seller, that they have not been modified in any material way, and that they do not contain any assertion of a current Survey material default by the Seller. Notwithstanding the foregoing, Estoppel Certificates will not be considered non-conforming if the tenant has revised or deleted Paragraph 12 of the Land certified estoppel certificate (which relates to environmental matters) or if the Lender and to tenant delivers an estoppel certificate 14 substantially in the title insurance company and any recorded subdivision plat form required by such tenant's lease; provided, however, that if the tenant revises Paragraph 12 in a manner that discloses a material breach of the LandSeller's legal obligations relative to environmental matters, such revision will be subject to Buyer's review and approval. (k) Buyer's receipt of the Assumption Documentation.

Conditions Precedent to Closing. The following shall be conditions precedent to the closing of the Loan and the advance of Loan proceeds: (a) This Purchaser’s obligation under this Agreement to purchase the Premises (other than the Parking Spaces) on the Closing Date is subject to the fulfillment of each of the following conditions, subject, however, to the provisions of Section 9(c): (i) The representations and warranties of Seller contained herein shall be true, accurate and correct in all material respects as of the Closing Date except to the extent they relate only to an earlier date; (ii) Seller shall be ready, willing and able to deliver title to the Premises (other than the Parking Spaces, which will be transferred to Purchaser in accordance with Section 13(a)) in accordance with the terms and conditions of this Agreement, the Note, the Deed of Trust and the other Loan Documents ; and (iii) Seller shall have been properly executed delivered all the documents and delivered other items required pursuant to Section 10, and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement to be performed or complied with by the Seller at or prior to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawClosing. (b) Seller’s obligation under this Agreement to sell the Premises (other than the Parking Spaces, which will be sold and transferred to Purchaser in accordance with Section 13(a)) to Purchaser is subject to the fulfillment of each of the following conditions, subject, however to the provisions of Section 9(c): (i) The Lender representations and warranties of Purchaser contained herein shall be true, accurate and correct in all material respects as of the Closing Date, except to the extent that they relate to an earlier date; (ii) Purchaser shall have received a paid policy of title insurance on delivered the current ALTA Form funds required hereunder and all the documents to be executed by Purchaser set forth in Section 11 and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement to be performed or a valid and enforceable commitment to issue the same, from a company satisfactory complied with by Purchaser at or prior to the Lender in Closing; (iii) All consents and approvals of governmental authorities and parties to agreements to which Purchaser is a party or by which Purchaser’s assets are bound that are required with respect to the amount consummation of the Loan transactions contemplated by this Agreement shall have been obtained and which may be endorsed copies thereof shall have been delivered to Seller at or assigned prior to the successors Closing; (iv) On or prior to the Closing Date, (A) Purchaser shall not have applied for or consented to the appointment of a receiver, trustee or liquidator for itself or any of its assets unless the same shall have been discharged prior to the Closing Date, and assigns no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Closing Date, (B) Purchaser shall not have admitted in writing an inability to pay its debts as they mature, (C) Purchaser shall not have made a general assignment for the benefit of creditors, (D) Purchaser shall not have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to Purchaser, (E) Purchaser shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against it in any proceedings under any such law, or had any petition filed against it in any proceeding under any of the Lender without additional costforegoing laws unless the same shall have been dismissed, insuring canceled or terminated prior to the lien Closing Date; and (v) Purchaser shall have delivered the funds required under the Sale-Purchase Agreement also dated as of December 20, 2007 between the Seller and the Purchaser regarding the sale of the Deed real properties recorded at page 261 of Trust volume 1295 of Río Piedras Norte, property number 35,972 and all of the documents to be a valid first lien on executed by the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)Purchaser under said Sale-Purchase Agreement. (c) The Lender In the event that any condition contained in Section 9(a) or (b) is not satisfied, the party entitled to the satisfaction of such condition as a condition to its obligation to close title hereunder shall have received adviceas its sole remedy hereunder the right to elect to (i) waive such unsatisfied condition whereupon title shall close as provided in this Agreement or (ii) terminate this Agreement. In the event such party elects to terminate this Agreement, this Agreement shall be terminated and neither party shall have any further rights, obligations or liabilities hereunder, except for the Surviving Obligations, and except that if Purchaser terminates this Agreement because of a condition contained in form Section 9(a) is not satisfied, then Purchaser shall be entitled to a return of the Downpayment subject to Section 24(d) and substance and from provided Purchaser is not otherwise in default hereunder. Nothing contained in this Section 9(c) shall be construed so as to bestow any right of termination upon a source satisfactory party for the failure of a condition to be satisfied unless such party is expressly entitled to the Lender, to the effect that a search satisfaction of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements such condition as provided in Section 9(a) or title retention agreements filed or recorded against the Property except such as the Lender shall have approved(b). (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following shall be are conditions precedent to Buyer's obligation to purchase the closing Property (the "Conditions Precedent"). The Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing. In the event any Condition Precedent is not satisfied or waived by Buyer, Buyer may, in its sole and absolute discretion, terminate this Agreement at which point the Earnxxx Xxxey shall be returned to Buyer and, subject to the provisions of Paragraph 7, all obligations of Buyer and Seller hereunder (except provisions of this agreement which recite that they survive termination) shall terminate and be of no further force or effect; provided, however, that in the event any of the Loan Conditions Precedent have not been satisfied or waived, Buyer shall so inform Seller of same and Seller shall have thirty (30) days from the advance date of Loan proceeds:such notification to satisfy such Condition Precedent. (a) This Agreement, the Note, the Deed All of Trust Seller's representations and the other Loan Documents warranties contained in this Agreement shall have been properly executed substantially true and delivered to the Lender, the Deed of Trust correct in all material respects when made and shall be acknowledged substantially true and recorded correct in the appropriate public office or delivered to a representative all material respects as of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawClosing Date. (b) The Lender physical condition of the Property shall have received a paid policy of title insurance be substantially the same on the current ALTA Form or a valid Closing Date as on the date of Buyer's execution of this Agreement, except for reasonable wear and enforceable commitment to issue the same, from a company satisfactory tear and loss by casualty (subject to the Lender in the amount provisions of the Loan Paragraph 13, below) and which may be endorsed or assigned to the successors repairs, replacements and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)improvements made with Buyer's written approval. (c) The Lender As of the Closing Date, there shall have received advicebe no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which was not disclosed in writing to Buyer during the Due Diligence Period and which, after Closing would, in form and substance and from a source satisfactory to Buyer's reasonable opinion, materially adversely affect the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender or the ability of Buyer to operate the Property in the manner in which it is currently being operated, and no proceedings shall have received and approved a property condition report be pending or threatened which could or would cause the redesignation or other modification of the zoning classification of, or of any building or environmental code requirements applicable to, any of the Property. (gd) The Lender Seller shall terminate at or prior to the Closing Date, at no cost or expense to Buyer, any and all contracts or other agreements affecting the Property that are not Assumed Contracts. (e) Seller shall have received substantially complied with all of Seller's material duties and approved obligations contained in this Agreement. (f) Seller shall have delivered to Buyer tenant certificates ("Tenant Certificates") dated within thirty (30) days of the Closing Date in a copy form substantially similar to Exhibit "L" attached hereto from tenants under Leases of the Property representing ninety percent (90%) of the gross revenue of the Property; provided, that in the event that any state agency, including but not limited to the Texas Workforce Commission, requires the use of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Landdifferent form, Buyer shall accept such different form for such tenant.

Conditions Precedent to Closing. The 6.1 In addition to all other conditions precedent to Buyer's obligation to consummate the purchase and sale contemplated herein provided elsewhere in this Agreement, the following shall be additional conditions precedent to Buyer's obligation to close at Closing or a Deferred Closing, as the closing of the Loan and the advance of Loan proceeds:case may be ("Conditions Precedent"): (a) This The physical condition of the Property, except as otherwise specifically provided herein, shall be the same as it was on the Effective Date of this Agreement, the Note, the Deed of Trust reasonable wear and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawtear excepted. (b) The Lender shall have received a paid policy At Closing, there should be no litigation or administrative action or other governmental proceedings of title insurance on any kind whatsoever, other than those filed or maintained by Buyer's Representatives (to which Seller hereby reserves the current ALTA Form right to object and defend), pending or a valid and enforceable commitment to issue the samethreatened, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional costwhich, insuring the lien of the Deed of Trust to be a valid first lien on the Propertyafter Closing, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)would adversely affect Buyer's Intended Purposes. (c) The Lender Property shall have received advicebe in compliance with all applicable Federal, in form State and substance local laws, ordinances, statutes, rules and from a source satisfactory to the Lenderregulations, to the effect that a search of the applicable public records discloses no conditional sales contractscodes or requirements, chattel mortgageslicenses, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approvedpermits and authorizations. (d) The Lender shall have received all policies All of insurance required by the terms hereof representations and by the other Loan Documents to be warranties of Seller contained in effect from a company or companies and in form and amount satisfactory to the Lenderthis Agreement, including without limitationbut not limited to those contained in Paragraph 8, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form shall be true and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullcorrect. (e) The Lender transactions contemplated by this Agreement shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%be in violation of, or prohibited by, any private restriction, governmental law, ordinances, statute, rule or regulation. (f) The Lender shall have received and approved a property condition report There are no adverse title matters affecting the Property since the Effective Date of the PropertyTitle Binder other than Permitted Exceptions. (g) The Lender On or before July 24, 1998 Buyer has obtained approval of this Agreement from its Board of Governors. (h) On or before July 24, 1998 Buyer has entered into a cooperative agreement by and between Buyer, the District and DOI (the "Cooperative Agreement") pursuant to which DOI has, or DOI and the District have, agreed to provide the Purchase Price for the acquisition of the Property pursuant to this Agreement. (i) In the event that any third party files a lawsuit or other proceeding or action challenging the authority of DOI to fund the Purchase Price out of the monies made available under Section 390 of the Federal Agricultural Improvement and Reform Act of 1996 (Public Law 104-127), or the authority of Buyer to enter into or perform under this Agreement, or otherwise challenging the validity or enforceability of this Agreement or the Cooperative Agreement, Seller and Buyer agree to cooperate, to the extent, and so long as, a party, in its sole discretion deems such action and cooperation appropriate, to defend all rights and obligations under this Agreement and under the Cooperative Agreement, with Seller and Buyer each being responsible for its own attorneys' fees and costs, if any, through all appeals. If, prior to Closing, such lawsuit, action, or proceeding is filed and a court of competent jurisdiction enters an order prohibiting the Closing, then, in such event, unless prohibited by law or action of court, Closing shall be delayed as provided in Paragraph 7.1 below and the Cash to Close and the Deed(s) and other closing documents shall be delivered to Escrow Agent pending resolution of the lawsuit, action, or proceeding. Notwithstanding any of the foregoing, Buyer shall not object to Seller intervening as an interested party to defend its interests against any such lawsuit, action, or proceeding challenging this Agreement or the Cooperative Agreement, or to Seller's filing any and all actions and counterclaims, including, without limitation, a claim for tortious interference with this Agreement or the Cooperative Agreement (provided that same is brought and maintained at Seller's expense), but excluding crossclaims or other actions filed by Seller against Buyer or Buyer's Representatives or which otherwise challenge the validity or enforceability of this Agreement or the Cooperative Agreement. This Paragraph shall not be binding on the United States if the United States becomes the Buyer under this Agreement. 6.2 Should any of the Conditions Precedent provided in Paragraph 6.1(a)-(g) above fail to occur as of Closing or a Deferred Closing, then Buyer shall have received the right, in Buyer's sole and approved absolute discretion, to reject the Property affected by such failure, reduce the Purchase Price attributable to such parcel in accordance with Paragraph 1.7, and proceed with a copy of a current Survey closing on the rest of the Land certified to Property; provided, however, that if more than five percent (5%) of all the Lender and to the title insurance company and any recorded subdivision plat Property is affected by failure of the LandConditions Precedent as of Closing, then Buyer may, in its sole discretion, terminate this Agreement upon which both parties shall be released of all obligations under this Agreement with respect to each other, except for matters expressly stated herein as surviving termination of this Agreement, and, upon notice to Escrow Agent, the Earnxxx Xxxey Deposit shall be returned to Buyer. 6.3 Should any of the Conditions Precedent provided in Paragraph 6.1(h) and (i) above fail to timely occur, then either Seller or Buyer shall have the right, in its sole and absolute discretion to terminate this Agreement, upon which both parties shall be released of all obligations under this Agreement with respect to each other, except for matters expressly stated herein as surviving termination of this Agreement, and, upon notice to Escrow Agent, the Earnxxx Xxxey Deposit shall be returned to Buyer.

Conditions Precedent to Closing. The This Agreement shall become effective on the date on which each of the following conditions shall be conditions precedent to the closing of the Loan and the advance of Loan proceedssatisfied: (a) This The Administrative Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified) and in such number of copies as the Administrative Agent shall have requested: (i) Executed counterparts of this Agreement from each party hereto either signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page to this Agreement) that such party has signed a counterpart of this Agreement; (ii) To the extent requested by any Lender in accordance with SECTION 2.4(d), a Note for such Lender duly completed in accordance with the Noteprovisions of SECTION 2.4(d) and executed by the Borrower; (iii) A certificate, signed by the Deed chief executive officer or the chief financial officer of Trust the Borrower, in form reasonably satisfactory to the Administrative Agent, certifying on behalf of the Borrower that (A) all representations and warranties of the Borrower contained in this Agreement and the other Loan Credit Documents shall have been properly executed are true and delivered correct in all material respects as of the Closing Date, both immediately before and after giving effect to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative consummation of the title company for recording transactions contemplated hereby, (B) no Default or Event of Default has occurred and payment shall have been made for all conveyancing is continuing, and recording in connection with (C) both immediately before and after giving effect to the settlement consummation of the Loantransactions contemplated by this Agreement, no Material Adverse Effect has occurred since December 31, 2003 and for any transfer there exists no event, condition or documentary stamp taxes due under any federal, state or municipal law.of facts that could reasonably be expected to have a Material Adverse Effect; (biv) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount A certificate of the Loan and which may be endorsed secretary or assigned to the successors and assigns an assistant secretary of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidenceBorrower, in form and substance satisfactory to the LenderAdministrative Agent, certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation and all fees amendments thereto of the Borrower, certified as of a recent date by the Secretary of State of Delaware and premiums due that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the bylaws of the Borrower, as then in effect and as in effect at all times from the date on account thereof which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Agreement or any of the other Credit Documents, and attaching all such copies of the documents described above; and (v) the favorable opinions of Xxxxx Xxxxxxxxxx LLP counsel to the Borrower addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (b) The Administrative Agent shall have received a certificate as of a recent date of the good standing of each of (i) the Borrower, and (ii) the Material Subsidiaries, in each case under the laws of their respective jurisdictions of organization, from the Secretary of State or Insurance Regulatory Authority (or comparable Governmental Authority) of such jurisdiction; (c) All legal, tax, accounting, business and other matters relating to the Borrower and its Subsidiaries, documentation and corporate or other proceedings incident to the transactions contemplated hereby shall be reasonably acceptable to the Administrative Agent; all approvals, permits and consents of any Governmental Authority (including, without limitation, all relevant Insurance Regulatory Authorities) or other Persons required in connection with the execution and delivery of this Agreement shall have been paid obtained (without the imposition of conditions that are not reasonably acceptable to the Administrative Agent), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full.full force and effect and the Administrative Agent shall have received such copies thereof as it shall have requested; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or that is otherwise related to or arises out of, this Agreement, any of the other Credit Documents or the consummation of the transactions contemplated hereby or thereby, or that, in the opinion of the Administrative Agent, could reasonably be expected to have a Material Adverse Effect; (d) Since December 31, 2003, there shall not have occurred any Material Adverse Effect or any event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect; (e) The Lender Borrower shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount paid to the “as-is” appraised value Arranger, the Administrative Agent and the Lenders all fees and expenses required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including fees and expenses of counsel) in connection with this Agreement and the Property does not exceed 75%.transactions contemplated hereby; (f) The Lender Administrative Agent shall have received a Covenant Compliance Worksheet, duly completed and approved a property condition report certified by the chief financial officer or treasurer of the Property.Borrower and in form and substance satisfactory to the Administrative Agent, demonstrating Borrower's compliance with the financial covenants set forth in ARTICLE VI determined as of March 31, 2004 other than the computation of the financial covenant set forth in SECTION 6.3 which shall be as of the last day of the month most recently ended prior to the Closing Date; (g) The Administrative Agent shall have received evidence satisfactory to it that, (i) all principal, interest and other amounts outstanding under the Prior Senior Credit Facility, if any, shall be repaid and satisfied in full and (ii) all commitments to extend credit under the agreements and instruments relating to the Prior Senior Credit Facility shall have been terminated; and (h) The Administrative Agent and each Lender shall have received such other documents, certificates, opinions and approved a copy of a current Survey of instruments in connection with the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Landtransactions contemplated hereby as it shall have reasonably requested.

Conditions Precedent to Closing. The (a) Buyer's obligations under this Agreement are expressly conditioned upon completion or satisfaction of the following shall be conditions precedent matters on or prior to the closing of the Loan and the advance of Loan proceedsClosing Date: (ai) This AgreementSeller shall have deposited with the Escrow Agent all documents required of Seller to be delivered into Escrow hereunder; (ii) Seller shall not be in material default of its obligations hereunder; provided that Buyer shall have provided notice to Seller of such default and Seller shall have the right to cure such default and, unless Buyer waives any such default, Seller, at its option, shall be entitled to a reasonable adjournment of the NoteClosing (not to exceed five (5) days from the later of the originally scheduled Closing Date or Seller's receipt of notice from Buyer of the default) in which to effect such cure, subject to the Deed provisions of Trust SECTION 4(G) above; (iii) The representations and warranties of Seller contained in SECTION 8(A) of this Agreement shall be true and correct in all material respects as of the other Loan Documents Closing Date, subject to SECTION 8(E) above; (iv) The Title Company shall be prepared to issue to Buyer an ALTA Owner's Title Insurance Policy, with such endorsements as Buyer has specified and which the Title Company has included in its commitment issued prior to the expiration of the Due Diligence Period, and with liability equal to the total purchase price for the Property, insuring Buyer that fee title to the Property is vested in Buyer subject only to the Conditions of Title; and (v) The Tenant Estoppel Condition shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawsatisfied. (b) The Lender Seller's obligations to perform hereunder are expressly contingent and conditional upon the satisfaction of the following: (i) Buyer shall have received deposited or have caused to be deposited with the Escrow Agent all documents and funds required of Buyer to be deposited into Escrow or paid hereunder; (ii) Buyer shall not be in material default of its obligations hereunder; provided that Seller shall have provided notice to Buyer of such default and Buyer shall have the right to cure such default and, unless Seller waives any such default, Buyer, at its option, shall be entitled to a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount reasonable adjournment of the Loan and which may be endorsed or assigned Closing (not to exceed five (5) days from the successors and assigns later of the Lender without additional cost, insuring the lien originally scheduled Closing Date or Buyer's receipt of notice from Seller of the Deed default) in which to effect such cure; (iii) The representations and warranties of Trust to Buyer contained in SECTION 8(B) of this Agreement shall be a valid first lien on true and correct in all material respects as of the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and Closing Date; and (iv) Buyer or its counsel assignee shall have approved executed a management and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages exclusive leasing agreement with Lawler-Wood, LLC in a form substantially identical to xxxx xxxxxhed hereto as Lender may reasonable require (the “Title Policy”SCHEDULE 9(B)(IV). (c) The Lender parties acknowledge that the conditions precedent set forth in SUBSECTION (A) above are for the benefit of Buyer and that the conditions precedent set forth in SUBSECTION (B) above are for the benefit of Seller. Unless otherwise specifically set forth herein, the date by which the conditions precedent must be satisfied shall be the Closing Date. If any of the conditions precedent set forth in SUBSECTION (A) or SUBSECTION (B) above are not satisfied on or before the date by which they are required to be satisfied, the party for whose benefit the condition precedent exists shall have received advicethe right to terminate this Agreement by written notice of termination given to the other party on or before the Closing Date or, if earlier, within ten (10) days after the date by which the condition must be satisfied. If such notice of termination is given, Escrow Agent shall return all documents and funds previously deposited into escrow to the party so depositing same, except if the events described in SUBSECTIONS 9(B)(I) THROUGH (IV) are not satisfied, the Deposit shall be transferred to Seller and neither party shall have any further liability to the other hereunder, except as otherwise provided herein. Notwithstanding the foregoing, a party for whose benefit the condition precedent exists shall have the right to waive satisfaction thereof, in form and substance and from a source satisfactory which event this Agreement shall proceed to the LenderClosing as otherwise provided herein. Unless notice of failure to satisfy conditions precedent is given as above provided, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender all conditions precedent shall have approvedbe deemed satisfied. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The This Agreement shall become effective on the date on which each of the following conditions shall be conditions precedent to the closing of the Loan and the advance of Loan proceedssatisfied: (a) This The Administrative Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified) and in such number of copies as the Administrative Agent shall have requested: (i) Executed counterparts of this Agreement from each party hereto either signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page to this Agreement) that such party has signed a counterpart of this Agreement; (ii) To the extent requested by any Lender in accordance with SECTION 2.4(D), a Note for such Lender duly completed in accordance with the Noteprovisions of SECTION 2.4(D) and executed by the Borrower; (iii) A certificate, signed by the Deed chief executive officer or the chief financial officer of Trust the Borrower, in form reasonably satisfactory to the Administrative Agent, certifying on behalf of the Borrower that (A) all representations and warranties of the Borrower contained in this Agreement and the other Loan Credit Documents shall have been properly executed are true and delivered correct in all material respects as of the Closing Date, both immediately before and after giving effect to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative consummation of the title company for recording transactions contemplated hereby, (B) no Default or Event of Default has occurred and payment shall have been made for all conveyancing is continuing, and recording in connection with (C) both immediately before and after giving effect to the settlement consummation of the Loantransactions contemplated by this Agreement, no Material Adverse Effect has occurred since December 31, 2005 and for any transfer there exists no event, condition or documentary stamp taxes due under any federal, state or municipal law.of facts that could reasonably be expected to have a Material Adverse Effect; (biv) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount A certificate of the Loan and which may be endorsed secretary or assigned to the successors and assigns an assistant secretary of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidenceBorrower, in form and substance satisfactory to the LenderAdministrative Agent, certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation and all fees amendments thereto of the Borrower, certified as of a recent date by the Secretary of State of Delaware and premiums due that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the bylaws of the Borrower, as then in effect and as in effect at all times from the date on account thereof which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Agreement or any of the other Credit Documents, and attaching all such copies of the documents described above; and (v) the favorable opinions of Xxxxxx X. Xxxx, General Counsel of the Borrower addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (b) The Administrative Agent shall have received a certificate as of a recent date of the good standing of each of (i) the Borrower, and (ii) the Material Subsidiaries, in each case under the laws of their respective jurisdictions of organization, from the Secretary of State or Insurance Regulatory Authority (or comparable Governmental Authority) of such jurisdiction; (c) All legal, tax, accounting, business and other matters relating to the Borrower and its Subsidiaries, documentation and corporate or other proceedings incident to the transactions contemplated hereby shall be reasonably acceptable to the Administrative Agent; all approvals, permits and consents of any Governmental Authority (including, without limitation, all relevant Insurance Regulatory Authorities) or other Persons required in connection with the execution and delivery of this Agreement shall have been paid obtained (without the imposition of conditions that are not reasonably acceptable to the Administrative Agent), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full.full force and effect and the Administrative Agent shall have received such copies thereof as it shall have requested; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or that is otherwise related to or arises out of, this Agreement, any of the other Credit Documents or the consummation of the transactions contemplated hereby or thereby, or that, in the opinion of the Administrative Agent, could reasonably be expected to have a Material Adverse Effect; (d) Since December 31, 2005, there shall not have occurred any Material Adverse Effect or any event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect; (e) The Lender Borrower shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount paid to the “as-is” appraised value Arranger, the Administrative Agent and the Lenders all fees and expenses required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including fees and expenses of counsel) in connection with this Agreement and the Property does not exceed 75%.transactions contemplated hereby; (f) The Lender Administrative Agent shall have received a Covenant Compliance Worksheet, duly completed and approved a property condition report certified by the chief financial officer or treasurer of the Property.Borrower and in form and substance satisfactory to the Administrative Agent, demonstrating Borrower's compliance with the financial covenants set forth in ARTICLE VI determined as of June 30, 2006 other than the computation of the financial covenant set forth in SECTION 6.3 which shall be as of the last day of the month most recently ended prior to the Closing Date; (g) The Administrative Agent shall have received evidence satisfactory to it that, (i) all principal, interest and other amounts outstanding under the Prior Senior Credit Facility, if any, shall be repaid and satisfied in full and (ii) all commitments to extend credit under the agreements and instruments relating to the Prior Senior Credit Facility shall have been terminated; and (h) The Administrative Agent and each Lender shall have received such other documents, certificates, opinions and approved a copy of a current Survey of instruments in connection with the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Landtransactions contemplated hereby as it shall have reasonably requested.

Conditions Precedent to Closing. The following shall be conditions precedent Purchaser's obligation to close ------------------------------- hereunder is subject to the closing satisfaction of the Loan and the advance of Loan proceedsfollowing conditions: (ai) This Agreementthe representations and warranties of Seller contained herein shall be true and correct in all material respects as of the Closing Date; (ii) Seller shall have performed all of the obligations and covenants undertaken by Seller in this Agreement to be performed by Seller at or prior to Closing; (iii) Seller shall have delivered to Purchaser the Seller's Documents; (iv) no change shall have occurred, without Purchaser's written consent, in the state of title matters disclosed in the Title Commitment and the Survey, and no material and adverse change shall have occurred in any of the other matters pursuant to Section 5 hereof-, (v) the Improvements (including, but not limited to, the Notemechanical systems, plumbing, electrical, wiring, appliances, fixture, heating, air conditioning and ventilating equipment, elevators, boilers, equipment, roofs, structural members and furnaces) shall be at Closing in substantially the Deed same condition as at the expiration of Trust the Inspection Period, except for normal wear and tear and such damage from casualty or condemnation that is accepted under Section 13 hereof, (vi) there shall not be pending at Closing with any governmental body or agency an application, ordinance or similar matter that would effect a material adverse change in the other Loan Documents zoning of the Premises; and (vii) Seller shall have been properly executed provided Purchaser with the Tenant Estoppel from the Tenant, such Tenant Estoppel to be dated no earlier than fifteen (15) days prior to Closing and delivered to the Lender, the Deed of Trust Purchaser no later than five (5) business days prior to Closing; provided that if Seller shall be acknowledged unsuccessful in obtaining the Tenant Estoppel as set forth above, or if the Tenant Estoppel contains or discloses information which is materially different (and recorded less favorable to the landlord) from the applicable information set forth in the appropriate public office or delivered to a representative form of the title company for recording Tenant Estoppel attached hereto and payment made a part hereof as Exhibit J, then, Purchaser's sole option shall have been made for all conveyancing be to either (a) waive the delivery of the Tenant Estoppel and recording in connection proceed with the settlement Closing, without any abatement or other adjustment in the Purchase Price, or (b) terminate this Agreement in which event the Deposit and all interest accrued thereon shall be returned by Escrow Agent to Purchaser and each of the Loanparties hereto shall be relieved of all further obligations hereunder, and except for any transfer or documentary stamp taxes due under any federal, state or municipal lawthe Surviving Obligations-. (bviii) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the LenderPremises, including without limitationall tenant improvements required under the lease with Tenant, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Propertyshall not have any material defects and shall be unconditionally certified for occupancy by all governmental authorities, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.and

Conditions Precedent to Closing. The following Restatement Date hereunder shall be conditions precedent to the closing occur upon satisfaction of the Loan condition described in clause (h) below and receipt by the advance Administrative Agent of Loan proceedsthe following documents, each dated the Restatement Date unless otherwise indicated: (a) This Agreementcounterparts hereof signed by each of the parties hereto (or, in the Note, the Deed case of Trust and the other Loan Documents any party as to which an executed counterpart shall not have been properly executed and delivered received, receipt by the Administrative Agent in form satisfactory to the Lenderit of telegraphic, the Deed telex or other written confirmation from such party of Trust shall be acknowledged and recorded in the appropriate public office or delivered to execution of a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.counterpart hereof by such party); (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount an executed consent of the Loan and which may be endorsed or assigned Custodian to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”).this Amended Agreement; (c) The Lender shall have received advicean opinion of Xxxxxxx, Xxxx & Xxxxxxx, special Bermuda counsel for the Custodian, substantially in the form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved.Exhibit B hereto; (d) The Lender shall have received all policies an opinion of insurance required Xxxxxxx, Xxxx & Xxxxxxx, special Bermuda counsel for the Company, substantially in the form of Exhibit C hereto; (e) an opinion of Xxxxx, Xxxxx & Xxxxx, New York counsel for the Company, substantially in the form of Exhibit D hereto; (f) an opinion of Xxxxx Xxxx & Xxxxxxxx, special United States counsel for the Issuing Bank and the Agents, substantially in the form of Exhibit E hereto; (g) a letter from CT System in New York, New York, substantially in the form of Exhibit F hereto, evidencing CT System's agreement to act as agent for service of process for the Company pursuant to Section 8.10(b); (h) receipt by the terms hereof Agents and by the other Loan Documents Banks of all fees accrued or otherwise due to be in effect from a company them on or companies and in form and amount satisfactory prior to the LenderRestatement Date; and (i) all documents the Administrative Agent may reasonably request prior to the Restatement Date relating to the existence of the Company, including without limitationthe corporate authority for and the validity of this Agreement and each other Financing Document, flood insurance the existence, validity, enforceability and first priority of a Lien in the Collateral (assuming that the Collateral is delivered at the time, in the amount of and as otherwise provided in the Loan or the maximum limit of coverage available on the PropertyPledge Agreement) and any other matters relevant hereto, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, all in form and substance satisfactory to the Lender, that all fees Administrative Agent. On the Restatement Date the Original Agreement will be automatically amended and premiums due on account thereof have been paid restated in full. (e) The Lender shall have received its entirety to read as set forth herein. On and approved an appraisal after the Restatement Date the rights and obligations of the Property indicating that parties hereto shall be governed by this Amended Agreement; provided the ratio rights and obligations of the Loan amount parties hereto with respect to the “as-is” appraised value period prior to the Restatement Date (including, without limitation, entitlement to fees accrued prior to the Restatement Date) shall continue to be governed by the provisions of the Property does not exceed 75%. (f) Original Agreement. The Lender Administrative Agent shall have received promptly notify the Company and approved a property condition report the Banks of the PropertyRestatement Date, and such notice shall be conclusive and binding on all parties hereto. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following shall be conditions precedent (a) Purchaser's obligation under this Agreement to purchase the Premises is subject to the closing fulfillment of each of the Loan and the advance of Loan proceedsfollowing conditions: (aA) This All of the representations and warranties of Seller contained in this Agreement, other than the NoteTo Be Updated Representations, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged true, accurate and recorded in the appropriate public office or delivered to a representative correct as if restated on and as of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawClosing Date. (bB) The Lender Seller shall update the To Be Updated Representations as of the Closing Date to reflect the then present state of facts underlying the To Be Updated Representations (as updated, the "Updated Representations"). A difference between the To Be Updated Representations and the Updated Representations shall not in and of itself constitute a breach of a representation by Seller. Notwithstanding the immediately preceding sentence, it shall be a condition of Purchaser's obligation under this Agreement to purchase the Premises that the Updated Representations do not differ from the To Be Updated Representations, except that the facts underlying the representations contained in Paragraphs D and F of Section 7(a)(i) may be updated as of the Closing Date, respectively, to reflect (I) any New Leases or Lease amendments or modifications permitted pursuant to Section 9, and (II) any defaults by any tenants under the Leases (subject to the provisions of Section 7(a)(ii)); (ii) Seller shall be ready, willing and able to deliver title to the Premises in accordance with the terms and conditions of this Agreement; and (iii) Seller shall have received a paid policy of title insurance on delivered all the current ALTA Form documents and other items required pursuant to Section 3, and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement to be performed or a valid and enforceable commitment to issue complied with by the same, from a company satisfactory Seller at or prior to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)Closing. (civ) The Lender shall have received adviceTitle Company is willing to insure, in form and substance and from a source satisfactory without conditions, fee simple title subject only to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements Permitted Exceptions at filed or recorded against the Property except such as the Lender shall have approvedpromulgated rates without additional premiums or endorsements. (dv) The In accordance with Section 3(f), either (A) the Mezzanine Lender or Seller shall be ready, willing and able to provide Mezzanine Financing to Purchaser, or (B) Seller shall have received all policies of insurance required by disapproved the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullCommitment. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following 3.4.1 Each Party shall be conditions precedent to the closing ensure that each of the Loan and conditions allocated to it in this Article 3.4 is either met or waived by the advance relevant Party no later than eleven (11) months from the Effective Date (the "Closing Period"). The Concessionaire shall ensure that the following conditions are met, unless waived by the Grantor, as soon as possible following the Execution Date and, in any event, no later than the last day of Loan proceeds:the Closing Period (the "Conditions for the Benefit of the Grantor"): (a) This Agreement, the Note, the Deed of Trust and the other Loan Documents Concessionaire shall have been properly executed and delivered the following documents to the LenderGrantor: (i) executed copies of the Project Agreements to which the Concessionaire is a party; (ii) a legal opinion from qualified external legal advisors of the Concessionaire concerning (A) the authority of the Concessionaire to enter into such Project Agreements, (B) the Deed authority of Trust the signatory to represent the Concessionaire in executing such Project Agreements and (C) the validity and enforceability of such Projects Agreements which opinions shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source legal advisors of suitable reputation, in each case reasonably satisfactory to the LenderGrantor; (iii) the Construction Security duly executed in accordance with Article 10.1; (iv) details of the Concessionaire's share capital (including the total amount of share capital, the list of suscribers, the amount subscribed and whether any share is paid-up or not paid-up); (b) the Concessionaire shall have submitted the EIA conducted in accordance with the terms of reference set forth in Appendix 11 (Terms of Reference for EIA) to the effect that competent Public Authority and adressed a search copy to the Grantor in due time to allow the issuance of relevant Permits during the Closing Period; (c) the Concessionaire shall have obtained all the Permits required to start construction of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements Port Facility or title retention agreements filed or recorded against otherwise required to perform its obligations during the Property except such as the Lender shall have approved.Construction Period; (d) The Lender the Concessionaire shall have received subscribed to all the insurance policies of insurance required by for the terms hereof Construction Period in accordance with Article 34 and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory provided to the Lender, including without limitation, flood insurance (in the amount Grantor evidence of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full.same; (e) The Lender the Concessionaire shall have received achieved Financial Close and approved an appraisal delivered to the Grantor executed copies of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%.Financing Documents; (f) The Lender the Concessionaire shall have received executed the Direct Agreement with the Grantor and approved a property condition report of the Property.Lenders; (g) The Lender the Concessionaire shall have received procured the execution by the Key Subcontractors of the Key Subcontractors Direct Agreement; and (h) the Concessionaire shall have executed the Key Subcontractors Direct Agreement with the Grantor and approved each of the Key Subcontractors. The Concessionaire give notice to the Grantor as soon as it considers that it is in a copy position to meet the above conditions (except those that have been waived by the Grantor in writing). 3.4.2 The Grantor shall ensure that the following conditions are met, unless waived by the Concessionaire, as soon as possible and, in any event, no later than the last day of the Closing Period ("Conditions for the Benefit of the Concessionaire"): (a) has taken all required steps to enable the granting of the access to the Concession Area to the Concessionaire in accordance with Article 5; and (b) execution of the Direct Agreement with the Concessionaire and the Lenders and of the Key Subcontractors Direct Agreement. The Grantor shall give notice to the Concessionaire as soon as it considers that it is in a position to meet the above conditions (except those that may have been waived by the Concessionaire in writing). 3.4.3 The Grantor and the Concessionaire shall jointly appoint the Independent Engineer as soon as possible and, in any event, no later than the last day of the Closing Period. If the Grantor and the Concessionaire have not agreed on the appointment of the Independent Engineer before a period starting one month prior to the last day of the Closing Period, then either Party may submit immediately the appointment of the Independent Engineer to the final and binding decision of the President of FIDIC or a person appointed by the President. 3.4.4 Within ten (10) Business Days following receipt by the Grantor of a current Survey notice under Article 3.4.1, the Grantor shall (acting reasonably) confirm in writing whether it considers that the Conditions for the Benefit of the Land certified Grantor have been satisfied or waived in writing by the Grantor. 3.4.5 If the Commencement Date has not occurred by the last day of the Closing Period, the Parties shall promptly meet to discuss how to satisfy the outstanding conditions. If the Parties cannot agree on a timetable for the completion of the outstanding conditions within forty-four (44) Business Days of the first meeting, or if either Party fails to satisfy the outstanding conditions within the agreed timetable, then: (a) if the only conditions that have not been satisfied or waived at that time are Conditions for the Benefit of the Grantor, the Grantor may choose to terminate this Agreement by giving a forty-four (44) Business Days' notice to the Lender Concessionaire. Upon the expiry of such period, this Agreement shall automatically terminate without the need for further notice, unless all the outstanding conditions have been satisfied at such date, in which case this Agreement shall not terminate. If termination occurs in accordance with this paragraph, the Grantor shall be entitled to call the totality of the Bid Security and this amount shall constitute the sole and exclusive remedy for the Grantor for such termination and shall be paid as a genuine pre-estimate of and reasonable compensation for loss suffered by the Grantor; (b) if the only conditions that have not been satisfied or waived at that time are Conditions for the Benefit of the Concessionaire, the Concessionaire may choose to terminate this Agreement by giving a forty-four (44) Business Days' notice to the title insurance company Grantor. Upon the expiry of such period, this Agreement shall automatically terminate without the need for further notice, unless all the outstanding conditions have been satisfied at such date, in which case this Agreement shall not terminate. If termination occurs in accordance with this paragraph, the Concessionaire shall be entitled to request the Grantor to return the Bid Security and, subject to the Concessionaire complying with the provisions of Articles 3.4.6 and any recorded subdivision plat 3.4.7, pay to the Concessionaire the applicable Pre-Commencement Compensation; (c) if the conditions that have not been satisfied or waived at that time are both Conditions for the Benefit of the LandGrantor and Conditions for the Benefit of the Concessionaire, both the Grantor and the Concessionaire may choose to terminate this Agreement by giving a forty-four (44) Business Days' notice to the other Parties. Upon the expiry of such period, this Agreement shall automatically terminate without the need for further notice, unless all the outstanding conditions have been satisfied at such date, in which case this Agreement shall not terminate. If termination occurs in accordance with this paragraph, the Concessionaire shall be entitled to request the Grantor to return the Bid Security and this shall constitute the sole and exclusive remedy for the Concessionaire for such termination and the Concessionaire shall have no other claim or remedy whatsoever for such termination, including for recovery of any compensation; and (d) as an exception to (a) above, if the only condition not satisfied or waived is the condition set out in Article 3.4.1(c) and the Concessionaire has submitted applications for such relevant Permits which were complete and compliant in all material respect with Applicable Law and the policies of the relevant Public Authority, then the Closing Period should be extended by such time as necessary for such condition to be fulfilled within a limit of one hundred and eighty (180) days, following which if the condition remains unfulfilled, the Concessionaire shall be entitled to (i) terminate this Agreement, (ii) to request the Grantor to return the Bid Security and (iii) subject to the Concessionaire complying with the provisions of Articles 3.4.6 and 3.4.7, be paid by the Grantor the applicable Pre-Commencement Compensation. 3.4.6 In the circumstances identified in Articles 3.4.5(b) and 3.4.5(d) and subject to Articles 3.4.7 and 3.4.8, compensation may be payable by the Grantor to the Concessionaire before the Commencement Date (the "Pre-Commencement Compensation"). The Pre-Commencement Compensation shall include and be limited to the following elements: (a) compensation for expenses actually and reasonably incurred by the Concessionaire in relation to the preliminary engineering design of the Port Facility, subject to a maximum limit of three million US Dollars (USD 3,000,000), which is subject to the Concessionaire transferring to the Grantor all preliminary engineering design documents, materials or studies (including all Intellectual Property Rights attached to such documents, materials or studies if the Concessionaire owns such Intellectual Property Rights, or, otherwise, the Concessionaire granting or procuring the grant of all rights necessary to enable such documents, materials or studies to be used by the Grantor for any purpose) in relation to which any such expense is claimed; (b) compensation for expenses actually and reasonably incurred by the Concessionaire in relation to the preparation of the EIA, subject to a maximum limit of two million US Dollars (USD 2,000,000), which is subject to the Concessionaire transferring to the Grantor: (i) the latest draft of the EIA (including all Intellectual Property Rights associated with the draft EIA if the Concessionaire owns such Intellectual Property Rights, or, otherwise, the Concessionaire granting or procuring the grant of all rights necessary to enable the EIA to be used by the Grantor for any purpose); and (ii) any document, material or study relating thereto (including all Intellectual Property Rights attached to such document, material or study if the Concessionaire owns such Intellectual Property Rights, or, otherwise, the granting or procuring the grant of all rights necessary to enable such document, material or study to be used by the Grantor for any purpose) in relation to which any such expense is claimed; and (c) compensation for any other expenses actually and reasonably incurred by the Concessionaire in relation to other preparatory work directly relevant to the Project, subject to a maximum limit of five hundred thousand US Dollars (USD 500,000). 3.4.7 The Grantor will have no entitlement to payment of the Pre-Commencement Compensation with respect to any expense until each of the following conditions has been satisfied to the reasonable satisfaction of the Grantor: (a) the Concessionaire has provided the Grantor with the relevant documents, studies and rights as listed in paragraphs (a) to (c) of Article 3.4.6 above; and (b) the Concessionaire has provided the Grantor with evidence reasonably satisfactory to the Grantor that such expense has been reasonably and actually incurred (including an invoice or receipt). 3.4.8 The Pre-Commencement Compensation shall constitute the sole and exclusive remedy for the Concessionaire in relation to any termination of this Agreement in accordance with Articles 3.4.5(b) and 3.4.5(d) and the Concessionaire shall have no other claim or remedy whatsoever for such termination, including for recovery of any other compensation.

Conditions Precedent to Closing. The following shall be obligation of the Lenders to make Advances hereunder comprising the initial Borrowing were subject to the conditions precedent to the closing in Section 3.01 of the Loan and the advance of Loan proceeds: (a) This Existing Credit Agreement, the Note, the Deed of Trust and the other Loan Documents shall which have been properly executed and delivered to satisfied. This Agreement shall become effective on the Lender, Closing Date; provided that the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender Facility Agent shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the samefollowing, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, each in form and substance satisfactory to the LenderFacility Agent: (a) this Agreement, duly executed and delivered by the parties hereto, and which shall be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Investment Manager as in effect on the Closing Date; (c) true and complete copies certified by a Responsible Officer of the Borrower or the Investment Manager, as applicable, of all Governmental Authorizations, Private Authorizations and Governmental Filings (other than any current transaction reports on Form 8-K or other disclosure documents required to be filed or furnished by the Investment Manager with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or otherwise), if any, required in connection with the transactions contemplated by this Agreement, the other Facility Documents and the Retention Letter; (d) a certificate of a Responsible Officer of the Borrower and the Investment Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the transactions contemplated hereby, (iii) that its representations and warranties set forth in this Agreement, the other Facility Documents and the Retention Letter are true and correct in all fees material respects as of the Closing Date (except to the extent such representations and premiums due on account thereof have been paid warranties expressly relate to any earlier date, in full.which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, (v) as to the incumbency and specimen signature of (x) certain of its Responsible Officers that are authorized to execute this Agreement, the other Facility Documents and any other documents related thereto and (y) each of its Responsible Officers that will execute this Agreement, any other Facility Documents, the Retention Letter and any other documents related thereto and (vi) that each of the Facility Documents not being amended in connection with this Agreement shall remain unchanged and in full force and effect following the effectiveness of this Agreement; (e) The Lender shall have received and approved an appraisal legal opinions (addressed to each of the Property indicating that the ratio Secured Parties and DBRS) of the Loan amount (i) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel, and Morris, Nichols, Arsht & Xxxxxxx LLP, Delaware counsel, in each case to the “as-is” appraised value of Borrower and the Property does not exceed 75%.Investment Manager and (ii) Xxxxx Xxxxxxx LLP, counsel to the Collateral Agent, covering such matters as the Facility Agent and its counsel shall reasonably request; (f) The Lender shall have received and approved a property condition report lien searches in all jurisdictions that the Facility Agent deems necessary or desirable in order to ensure the existing perfection of the Property.security interests granted under the Existing Credit Agreement; (g) The a refreshed Retention Letter substantially in the form of Exhibit F; (h) a Rating Confirmation from DBRS shall have been obtained in respect of the amendments contemplated by this Agreement; (i) evidence of payment by or on behalf of the Borrower of Closing Date Expenses invoiced on or prior to the Closing Date (in the case of payment by the Borrower, out of a contribution made or deemed made by TPG Specialty Lending, Inc.); (j) a secretary’s certificate from the Collateral Agent, which shall include (i) extracts from its bylaws and (ii) the incumbency and specimen signature of each of its Responsible Officers authorized to execute this Agreement; (k) the issuance of a Note to Versailles Assets LLC, replacing its Note issued as of the ARCA Closing Date; and (l) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Landreasonably requested.

Conditions Precedent to Closing. The following shall be conditions precedent 6.01. Following the exercise of either Option by Grand, the obligations of Grand hereunder to consummate the closing are subject to the closing fulfillment, prior to or at such closing, as required, of each of the Loan and the advance of Loan proceedsfollowing conditions, subject to no reservations, restrictions, conditions or limitations unsatisfactory to Grand: (a) This Agreement, the Note, the Deed All conditions precedent to Grand's obligations provided for in any other section of Trust and the other Loan Documents shall this Agreement have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawsatisfied. (b) The Lender On the closing date no litigation or action shall be pending or threatened, or have received a paid policy been brought, and remain undismissed, alleging the illegality, invalidity of, or seeking to enjoin the performance of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)this Agreement. (c) The Lender All consents, approvals, authorizations, agreements, estoppel certificates and beneficiary statements of any third party required or reasonably requested by Grand in connection with the consummation of the transactions contemplated hereby shall have received advice, in form and substance and from a source satisfactory been delivered to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approvedGrand. (d) The Lender representations and warranties of Cable contained in this Agreement shall have received all policies of insurance required by be true at the terms hereof closing as though such representations and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullwarranties were made at such time. (e) The Lender Cable shall have received performed and approved an appraisal of complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%closing. (f) The Lender shall have received and approved a property condition report No material adverse change with respect to the Center Property, Rear Property or Access Easement, as applicable, has occurred since the date of the PropertyOption Notice. (g) The Lender Cable shall have received terminated any and approved a copy of a current Survey all agreements, other than the Leases, with respect to the applicable property as of the Land certified closing and, in the case of the acquisition of the entire Cable Property, if Grand has so requested, Cable shall, within five (5) days after any such request, have given notice of termination under those Leases (including, without limitation, the OPC Lease and the Sign Lease) which are then terminable on not more than ninety (90) days' notice with respect to which such request is made terminating such Leases on the earliest possible date, provided that no Lease termination need be effective prior to the Lender closing. (h) The tenant under the McDonald's Lease and beneficiary of the McDonald's Covenant has agreed that Grand may terminate such Person's parking rights on the Cable Property provided that there is loading ingress and egress, and pedestrian ingress and egress, from Las Vegas Boulevard South to such premises and that such Person's employees are provided parking in a reasonable location. 6.02. Cable, at no cost to Cable, shall render Grand its reasonable cooperation in satisfying the conditions precedent to Grand's purchase of the Cable Property. 6.03. In the event of failure of any condition precedent to Grand's obligations hereunder, if Grand so elects by written notice to Cable, this Agreement shall cease and terminate as to the title insurance company applicable parcel and neither party shall have any recorded subdivision plat rights against the other by reason of such termination, except that Cable shall remain liable for any Breach of this Agreement by Cable. Except for the Breach of this Agreement by Cable, the failure of any condition precedent to Grand's obligations hereunder shall not form the basis for any claim by Grand against Cable, including a claim for the recovery of the Landoption payments made to Cable. 6.04. Any and all terms, covenants, conditions, representations and warranties contained herein which are for the benefit of Grand including, but not limited to, all conditions precedent and Cable's representations and warranties, may be waived by Grand in its sole and absolute discretion.

Conditions Precedent to Closing. The following shall be conditions precedent A. Conditions to the closing Obligations of Each of the Loan and Parties: The obligation of each of the advance parties hereto to consummate the transactions provided for herein is subject to the fulfillment on or prior to the Effective Time of Loan proceedseach of the following conditions: (a) This Agreement1. The shareholders of Ottawa shall have duly adopted this Agreement in accordance with and as required by law and in accordance with its Certificate of Incorporation and Bylaws. 2. All necessary governmental and regulatory orders, the Noteconsents, the Deed of Trust clearances and the other Loan Documents approvals and requirements shall have been properly executed secured and delivered to satisfied for the Lender, the Deed consummation of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lendertransactions, including without limitation, flood insurance those of the Federal Reserve System, the Michigan Division of Financial Institutions, the Department of the Treasury, the Office of Thrift Supervision and the Federal Deposit Insurance Corporation to the extent required. 3. Prior to or at the Effective Time, no material investigation by any state or federal agency shall have been threatened or instituted seeking to enjoin or prohibit, or enjoining or prohibiting, the transactions contemplated hereby and no material governmental action or proceeding shall have been threatened or instituted before any court or government body or authority, seeking to enjoin or prohibit, or enjoining or prohibiting, the transactions contemplated hereby other than investigations, actions and proceedings which have been withdrawn prior to or at the Effective Time without material adverse effect to Fifth Third or Ottawa and other than regularly-scheduled regulatory examinations. 4. Any waiting period mandated by law in respect of the final approval by any applicable Federal or State regulator(s) of the transaction contemplated herein shall have expired. 28NEXT PAGE 5. Fifth Third shall have registered its shares of Common Stock to be issued to the Ottawa shareholders hereunder with the SEC pursuant to the Securities Act of 1933, as amended, and with all applicable state securities authorities. The registration statement with respect thereto shall have been declared effective by the SEC and all applicable state securities authorities and no stop order shall have been issued. The shares of Fifth Third Common Stock to be issued to the Ottawa shareholders hereunder shall have been authorized for trading on the Nasdaq Stock Market upon official notice of issuance. B. Conditions to the Obligations of Fifth Third: The obligation of Fifth Third to consummate the transactions provided for herein is subject to the fulfillment at or prior to the Effective Time of each of the following conditions unless waived by Fifth Third in a writing delivered to Ottawa which specifically refers to the condition or conditions being waived: 1. All of the representations and warranties of Ottawa set forth in Section II of this Agreement shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date (as hereinafter defined) as if each such representation and warranty was given on and as of the Closing Date, except for (i) any such representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such date and (ii) inaccuracies of representations and warranties which would not have, or would not reasonably be expected to have, a material adverse effect on the financial condition, business or operations of Ottawa, AmeriBank and the Non-Bank Subsidiaries taken as a whole. 2. Ottawa shall have performed all of the obligations required of it under the terms of this Agreement in all material respects. 3. Silver, Xxxxxxxx & Taff, L.L.P., counsel for Ottawa, shall have delivered an opinion addressed to Fifth Third in substantially the form appended hereto as Appendix A. 4. The aggregate amount of consolidated shareholders' equity (including Common Stock, Additional Paid-In Capital and Retained Earnings and excluding Treasury Stock) of Ottawa immediately prior to the Effective Time, as shown by and reflected in its books and records of accounts on a consolidated basis in accordance with GAAP, consistently applied, shall not be less than $75,000,000. For purposes of this subparagraph 4 to Section VI.B., (A) any expenses or accruals after the date hereof relating to (i) the adjustments contemplated by Section IV.B.(i) herein, (ii) termination or funding of any of Benefit Plans of Ottawa, AmeriBank and the Non-Bank Subsidiaries as contemplated herein, (iii) expenses associated with this Agreement and the transactions contemplated herein, and (iv) expenses and losses associated with valuing of Ottawa's or AmeriBank's investments at current market value as required by GAAP (including SFAS 115) shall be excluded for purposes of calculation of Ottawa's shareholders' equity as contemplated herein prior to the Effective Time. 5. Fifth Third's independent certified public accountants shall have reviewed the unaudited consolidated financial statements of Ottawa as at the end of the month immediately preceding the Effective Time, as well as the unaudited separate financial statements of AmeriBank 29NEXT PAGE and the Non-Bank Subsidiaries as of the same date, performed such other auditing procedures as may be requested by Fifth Third and reported in good faith that they are not aware of any material modifications which would have a material adverse effect on the financial condition of Ottawa, AmeriBank or any of the Non-Bank Subsidiaries taken as a whole that should be made in order for such financial statements to (i) be in conformity with GAAP, consistently applied, excluding the presentation of footnotes, and (ii) accurately state the financial condition and results of operations of Ottawa, AmeriBank and the Non-Bank Subsidiaries. 6. The receipt of a certificate from Ottawa, AmeriBank and the Non-Bank Subsidiaries, executed by the chief executive officer and chief financial officer of each, dated the Closing Date, certifying to their best knowledge and belief that: (i) all of the representations and warranties set forth in Section II hereof were true and correct as of the date of this Agreement and as of the Effective Time in all material respects, except for (y) any such representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such date, and (z) inaccuracies of representations and warranties which would not have, or would not reasonably be expected to have, a material adverse effect on the financial condition, business or operations of Ottawa, AmeriBank, and the Non-Bank Subsidiaries taken as a whole; and (ii) it has met and fully complied in all material respects with all of the obligations required of it under the terms of this Agreement, except for breaches of obligations which would not have, or would not reasonably be expected to have, any material adverse effect on the financial condition, business or operations of Ottawa, AmeriBank and the Non-Bank Subsidiaries, taken as a whole. 7. The total issued and outstanding shares of Ottawa Common Stock shall not exceed 7,477,841 shares including all options to purchase Ottawa Common Stock, plus shares issued in connection with Ottawa's Dividend Reinvestment Program as permitted herein. (a) In consideration of the consummation of this transaction, the Directors of Ottawa shall execute and deliver to Fifth Third an agreement by which the Directors shall agree for a period of two (2) years after the Effective Time to refrain from directly or indirectly, whether for their own account or for the account of any other person, firm, corporation, or other business organization, (i) in the amount states of Michigan, Ohio, Kentucky, Indiana, Florida or Arizona, engage in providing Banking Services (as defined below) as an employee, officer, director, or consultant on behalf of any other business organization who is a competitor of Fifth Third, (ii) provide Banking Services to any Client (as defined below), (iii) make any statement or take any actions that may interfere with Fifth Third's or any Affiliate's business relationships with any Client, (iv) contact either directly or indirectly any Client or otherwise induce or attempt to induce any Client to enter into any business relationship with any person or firm other than Fifth Third or an Affiliate relating to Banking Services of any type, (v) endeavor or entice away from Fifth Third any person who the Director has actual knowledge that such person is, or was at any time during the period the Director was employed by Fifth Third or during the Restricted Period, employed by or associated with Fifth Third as an executive, officer, employee, manager, salesperson, consultant, independent contractor, representative or other agent, or (vi) take any actions that may interfere with Fifth Third's property rights in lists of Clients or otherwise diminish the value of such lists to Fifth Third. Notwithstanding any provision contained in this Section 8, the restrictions contained herein shall not be applicable to any activity of the Loan Director or any activity of his or her spouse which existed at 30NEXT PAGE the maximum limit time of coverage available on this Agreement and which was disclosed by the PropertyDirector to Fifth Third, whichever is less or evidence that flood insurance is not available or otherwise required and may be waived by Fifth Third with respect to the Property), together with written evidence, one or more Directors in form writing at any time and substance satisfactory from time to the Lender, that all fees and premiums due on account thereof have been paid time in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy Fifth Third's sole discretion after receipt of a current Survey of the Land certified to the Lender and to the title insurance company and written request from any recorded subdivision plat of the Land.Director

Conditions Precedent to Closing. The following shall be conditions precedent 4.1 Conditions to the closing Obligations of Purchaser The obligation of Purchaser to complete the Transaction is subject to the satisfaction (or waiver by Purchaser), at or prior to the Closing, of each of the Loan and the advance of Loan proceedsfollowing conditions: (a) This Agreement, no Applicable Laws make illegal the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative consummation of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.Transaction; (b) The Lender the Regulatory Approval shall have received a paid policy of title insurance on been obtained or shall have been waived in writing by the current ALTA Form or a valid applicable Governmental Authority, and enforceable commitment to issue all conditions in respect thereof imposed by the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust applicable Governmental Authority that are required to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel satisfied prior to Closing shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”).been satisfied; (c) The Lender notwithstanding anything contained in this Agreement, the Parties acknowledge and accept that this Agreement shall have received adviceterminate and be of no further force and effect and, therefore, there will be no obligation for Purchaser to purchase the Put-8 Assigned Interest if Amerisur and/or any of its permitted assignees under the Put-8 JOA in form and substance and from a source satisfactory to the Lender, to the effect that a search respect of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases Put-8 ROFR exercises its rights to acquire the Put-8 Assigned Interests at any time before the expiry of personalty, financing statements the time period provided for in the ROFR Notice (or title retention agreements filed or recorded against at such other later date as it may be decided by the Property except such as Parties) (the Lender shall have approved.“ROFR Expiry Date”); (d) The Lender shall have received all policies of insurance required for clarity: (i) if by the terms hereof ROFR Expiry Date Amerisur and/or any of its permitted assignees under the Put-8 JOA in respect of the Put-8 ROFR either waives its rights under the PUT-8 JOA, or does not send a written communication to Seller confirming that such Put-8 ROFR is exercised or waived, the Parties agree that Closing shall occur in accordance and by subject to this Agreement; (ii) if Amerisur and/or any of its permitted assignees under the other Loan Documents Put-8 JOA in respect of the Put-8 ROFR objects the form or content of the ROFR Notice, the Parties will do all things necessary to be in effect from a company or companies and in rectify the form and amount satisfactory contact of such ROFR Notice and the ROFR Expiry Date will be extended to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect extent necessary to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullresolve such objection. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following Purchaser's obligation to consummate the transaction contemplated by this Agreement shall be conditions precedent subject to the closing satisfaction or waiver of each of the Loan and the advance of Loan proceeds:following conditions ("Conditions Precedent") on or before November 15, 2000 ("Contingency Date"): (a) This AgreementTitle/Survey. Seller has previously furnished to Purchaser (i) a current title commitment bearing application No. HEN.OR973633C ("Commitment") for an owner's title policy issued by the Title Company showing title in Seller (with copies of all underlying title documents listed in the Commitment other than any financing documents encumbering the Real Property), which Commitment is in a nominal amount, but shall be increased to the NotePurchase Price at Closing, and (ii) an as-built survey ("Survey") for the Deed of Trust Real Property prepared in accordance with the Minimum Standard Detail Requirements for Class A Land Title Surveys (jointly established by ALTA/ACSM, as revised in 1999) and certified to Seller and the other Loan Documents shall have been properly executed Title Company (and delivered to be certified to Purchaser and Purchaser's lender prior to the LenderContingency Date). If the Survey discloses survey defects or if the Commitment shows exceptions (collectively, "Unpermitted Encumbrances") other than the Deed of Trust matters set forth on Exhibit H attached --------- hereto and made a part hereof (collectively, "Permitted Encumbrances"), then Purchaser shall be acknowledged and recorded notify Seller, in writing, on or before November 6, 2000, specifying the appropriate public office or delivered Unpermitted Encumbrances. In such event, prior to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the LoanContingency Date, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender Purchaser shall have received a paid policy adequate assurances in writing from Seller that the Unpermitted Encumbrances will be removed, satisfied, or cured on or before Closing, it being acknowledged by the parties hereto that the written commitment by the Title Company to delete the requirement set forth in item 1 of Schedule B, Section 1, of the Commitment from the final title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust policy to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required issued by the terms hereof and by the other Loan Documents to be in effect from a company Title Company shall constitute removal or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount cure of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullsuch Unpermitted Encumbrance for purposes hereof. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. 4.1 The closing of this Transaction is subject to satisfaction or waiver of the following shall be conditions precedent conditions: (1) All the representations, undertakings and warranties made by each Party on the Signing Date are true, accurate, complete, and free from misleading, false statements and omissions in all material respects as of the Closing Date; (2) PetroChina has approved this Transaction in accordance with its constitutional documents, and has ratified the articles of association of PipeChina after the Restructuring; (3) PipeChina has approved this Transaction in accordance with its constitutional documents; (4) This Transactions have been filed for concentration of undertakings clearance and has been cleared; (5) Each of the other Relevant Investors participating in the Restructuring of PipeChina has received required approvals for participation in the Restructuring, and has ratified the articles of association of PipeChina following the Restructuring. PipeChina has issued a notice of shareholders’ meeting indicating that it will hold a shareholders’ meeting within 10 Business Days after the Closing Date to review and sign the articles of association and review and approve the relevant matters relating to the Restructuring; (6) PipeChina has provided PetroChina with a certificate of capital contribution, has registered PetroChina into its internal register of shareholders, has conducted adequate communications with and obtained unofficial approval from the competent administration for market regulation regarding the amended business registration after the completion of the Restructuring, including but not limited to, registration of PetroChina as its shareholder and record-keeping filing of the appointment of the directors nominated by XxxxxXxxxx with the competent administration for market regulation; (7) The Asset Appraisal Report has been certified and filed for record in accordance with applicable PRC laws and regulations; (8) All the other approvals, licences, filings and registrations known to be necessary for this Transaction have been obtained from or completed with the competent governmental authorities in the PRC; (9) The Parties have entered into the Production and Operation Agreement; and (10) All the other Relevant Investors participating in the Restructuring have entered into appropriate transaction agreements with PipeChina respectively, each of which has key terms and conditions not substantially different from this Agreement, and is designed for a closing of the Loan transaction and payment of cash capital contribution to PipeChina on the advance same date as this Transaction (if applicable). 4.2 Both Parties agree that all conditions precedent set forth in Section 4.1 of Loan proceeds: (a) This this Agreement shall be satisfied as soon as practicable prior to the Closing Date. If the satisfaction of any conditions precedent applicable to either Party requires the assistance of the other Party, the other Party shall use its best efforts to provide such assistance. Both Parties shall keep each other posted on matters related to the conditions precedent through the joint work group under Section 6.7 of this Agreement, the Note, the Deed of Trust and the coordinate with each other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded solve problems encountered in the appropriate public office process in a timely fashion. After the Signing Date, neither Party may engage in any act for the purpose of hindering or delivered to a representative restricting the satisfaction of the title company for recording and payment shall have been made for all conveyancing and recording any condition precedent set forth in connection with the settlement of the Loan, and Section 4.1 hereof. 4.3 If for any transfer or documentary stamp taxes due under reason not attributable to either Party, any federal, state or municipal law. (b) The Lender shall have received a paid policy condition precedent agreed in Section 4.1 of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust this Agreement fails to be a valid first lien on the Propertysatisfied or waived by September 30, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require 2021 (the “Title PolicyLong Stop Date”). (c) The Lender , each Party shall have received advice, the right to unilaterally terminate this Agreement in form and substance and from a source satisfactory to writing within 30 Days immediately following the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approvedLong Stop Date without any liability. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. (a) The following shall be conditions precedent obligation of Purchaser to the closing close under this Agreement is subject to all of the Loan and the advance of Loan proceedsfollowing: (ai) This Seller shall not have breached any of its representations, warranties, or covenants under this Agreement; Seller's representations and warranties shall be true and correct as of the date of Closing; and Seller shall have complied with all of the obligations required to be performed by Seller under this Agreement at or prior to Closing. (ii) The Title Company shall be unconditionally prepared to issue an owner's title insurance policy on the ALTA form and with such endorsements as selected by Purchaser in an amount equal to the Purchase Price insuring Purchaser's ownership of the Property subject to no exceptions, except for those Title Objections which Purchaser elects to waive pursuant to Section 4 above. (iii) Purchaser shall have received all Approvals for the Project on a valid, irrevocable, unqualified and unconditioned basis, and such Approvals shall be final and not subject to appeal or litigation. (iv) The absence of any material changes in the status of the use, title, occupancy, or physical condition of the Property (unless caused or consented to by Purchaser). (v) Geotechnical and soil conditions suitable for Purchaser’s intended development of the Property, in compliance with the Brownfields Notice, in form and substance acceptable to Purchaser in its sole and absolute discretion. (vi) Seller shall have delivered the SEDG Release. (vii) Seller shall have prepared, delivered, and placed an instrument of record, in substance and form reasonably acceptable to Purchaser, stating that, among other things, the Note, the Deed of Trust and the other Loan Documents construction timeline set forth in this Agreement shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded control in the appropriate public office or delivered to event of a representative conflict between this Agreement and Section 5.3 of Declaration of Covenants, Conditions, and Restrictions for Union Square South Elm Development Group as set forth in Exhibit H attached hereto. (viii) Purchaser’s internal corporate approval of the title company Property for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawa new store location. (b) The Lender In the event that any of the conditions precedent set forth in Section 11(a) above have not been fulfilled on the Closing Date, or will not be fulfilled by the Closing Date, whether by way of example and not limitation, due to the rejection of an Approval or to Purchaser's determination in good faith that all such conditions precedent likely will not be satisfied prior to the Closing Date (without taking into account any potential extensions thereof), Purchaser shall have received a paid policy the right, at its option, to (i) waive the unsatisfied condition(s) precedent and proceed to Closing, (ii) terminate this Agreement by delivering written notice to Seller, in which event the Xxxxxxx Money shall be immediately returned to Purchaser and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder (except for those that expressly survive termination of title insurance this Agreement), or (iii) extend the Closing Date for up to sixty (60) days in order for such condition to be satisfied with the agreement of the Seller which shall not be unduly withheld, without Purchaser waiving its right to exercise either of the options set forth in clauses (i) or (ii) above in the event that such condition is not satisfied on or before the current ALTA Form extended date of Closing. Notwithstanding the foregoing provision, in the event that any of the conditions precedent set forth in Section 11(a) above have not been fulfilled by the date of Closing due to breach or a valid and enforceable commitment to issue the samedefault by Seller, from a company satisfactory then Purchaser may, in addition to the Lender remedies set forth above, pursue any and all of its rights set forth in the amount Section 16(a) below (and any termination pursuant to (ii) above shall not prevent Purchaser from exercising any and all of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”rights set forth in Section 16(b) below). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following obligation of Purchaser to purchase the Property shall be conditions precedent to the closing conditioned upon satisfaction of the Loan following at or prior to Closing, any of which may be waived by Purchaser in its sole and absolute discretion (the advance of Loan proceeds:“Conditions Precedent to Closing”): (a) This Agreement, the Note, the Deed All conditions of Trust title have been met pursuant to Subparagraph 6(a) and the other Loan Documents Seller shall have been properly executed and delivered cured any title objection Seller has agreed to the Lender, the Deed of Trust shall be acknowledged and recorded cure in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection accordance with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawSubparagraph 6(d). (b) The Lender shall have received a paid policy Seller is not in default of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)this Agreement. (c) The Lender shall have received advice, representations and warranties by Seller contained in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approvedthis Agreement must be true. (d) The Lender Purchaser shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect approvals from Xxxxxxxxxx County, Maryland, a funding commitment letter from a company or companies third party lender, and in form an award letter for Low Income Housing Tax Credits from the Maryland Department of Housing and amount satisfactory Community Development to the Lenderbuild an affordable, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available multi-family residential unit building on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender Purchaser and Seller’s affiliate, Xxxxxxxx Redland Road, L.C., shall have received enter into a Temporary Construction and approved an appraisal Easement Agreement for the use of adjacent property (no more than 1 building pad on the adjacent property) for staging and storage of materials by Purchaser for construction of the Property indicating building on the Property. In the event that the ratio any of the Loan amount foregoing Conditions Precedent to Closing are not satisfied on or prior to the “as-is” appraised value date of Closing, then Seller or Purchaser may elect to either (i) waive the applicable unsatisfied Conditions Precedent to Closing and proceed to Closing on the scheduled Closing date, in the Purchaser’s sole discretion, or (ii) immediately terminate this Agreement by written notice to the other party, in which case the Deposit shall be returned to Purchaser within five (5) days of such termination and thereafter the parties shall be relieved of all further liability hereunder with the exception of Purchaser’s obligations to Seller that survive any termination of this Agreement. In the event of a termination of this Agreement by Purchaser, Purchaser shall, at no additional cost or expense to Seller, assign to Purchaser all contracts, permits, applications, or any other documents requested by Purchaser that were prepared for the Property does not exceed 75%or performed for Purchaser. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following shall be conditions precedent During the Certain Funds Period, the obligation of each Lender to make the Loans is subject to the closing satisfaction (or waiver pursuant to Section 8.01) of only the Loan and the advance of Loan proceedsfollowing conditions precedent: (a) This Agreement, the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered Delivery to the Lender, the Deed Administrative Agent of Trust shall be acknowledged and recorded a Notice of Borrowing in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection accordance with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawrequirements hereof. (b) The Lender Delivery to the Administrative Agent of a certificate signed by a Responsible Officer of Borrower confirming, as of the Closing Date, the satisfaction (unless waived by the Majority Lenders) of the conditions specified in clauses (c), (d), (e) and (f) of this Section 3.02. (A) If the Scheme has not been switched to an Offer, the Scheme Effective Date shall have occurred and the Administrative Agent shall have received a paid policy certified copies of title insurance on (i) the current ALTA Form court order confirming sanction of the Scheme, (ii) the shareholder resolutions referred to in and in the form set out in the Scheme Circular, and (iii) the confirmation-of-receipt stamp with respect to the registration of the court order from Companies House (or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount copy of the Loan cover letter from Company’s solicitors delivering the court order to Companies House for registration, with confirmation of receipt by Companies House affixed) and which may be endorsed or assigned (B) if the Scheme has been switched to an Offer, the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel Offer Unconditional Date shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approvedoccurred. (d) The Lender There shall not have received all policies occurred and be continuing a breach of insurance required by the terms hereof and by the other Loan Documents to be any Major Representation in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullany material respect. (e) The Lender There shall not have received occurred and approved an appraisal be continuing (i) a breach of any Major Covenant, or (ii) any failure to deposit the Net Cash Proceeds of any Debt Incurrence or Equity Issuance by the Borrower, UK Holdco or any Material Subsidiary occurring prior to the Closing Date into the Escrow Account as required by Section 2.04(c); provided that this clause (ii) shall only be a condition precedent to drawing a portion of the Property indicating that Commitments equal to the ratio amount not so deposited and shall not impair the availability of the Loan amount to the “as-is” appraised value remaining portion of the Property does not exceed 75%Commitments. (f) The Lender At the time of and immediately after giving effect to the Loans, no Major Default shall have received occurred and approved a property condition report of the Propertybe continuing. (g) The Lender Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that all fees and approved a copy other amounts due and payable will be received by it on or prior to the Closing Date, including, to the extent invoices have been presented therefor at least one Business Day prior to the Closing Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid hereunder or under the Fee Letters on or prior to the Closing Date. Receipt by the Administrative Agent of a current Survey Notice of Borrowing signed by the Borrower authorizing the Administrative Agent to net all such fees and documented expenses from its initial funding hereunder shall constitute satisfactory evidence. (h) If the Scheme has been switched to an Offer, the Administrative Agent shall have received copies of the Land certified appointment of a receiving agent. (i) There shall not be in effect any injunction or restraining order of any applicable Governmental Authority having jurisdiction to issue such injunction or restraining order prohibiting the Lender and to the title insurance company and any recorded subdivision plat making of the LandLoans or the use of the proceeds thereof, and it shall not be unlawful for the relevant Lender to make its Loan.

Conditions Precedent to Closing. The following Lender has entered into this Agreement in reliance upon the Authority’s representations and agreements herein and the performance by the Authority of its obligations hereunder, both as of the date hereof and as of the date of Closing. The Lender’s obligations under this Agreement are and shall be conditions precedent subject to the closing of the Loan and the advance of Loan proceedsfollowing further conditions: (a) This Agreementat the time of Closing, the Note, the Deed of Trust and the other Loan Documents shall have been properly duly adopted or executed and delivered by the parties thereto and shall be in full force and effect and the Documents shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Lender, and the Deed of Trust Authority shall have duly adopted and there shall be acknowledged in full force and recorded effect such resolutions as, in the appropriate public office or delivered to a representative opinion of the title company for recording and payment Bond Counsel, shall have been made for all conveyancing and recording be necessary in connection with the settlement of the Loan, transactions contemplated hereby and for any transfer or documentary stamp taxes due under any federal, state or municipal law.thereby; (b) The Lender shall have received a paid policy of title insurance on at the current ALTA Form or a valid and enforceable commitment to issue the sameClosing, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved.receive in addition to the Documents, the following: (d1) The Lender shall have received all policies (A) the approving opinion, dated the date of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidenceClosing, in form and substance satisfactory to the Lender, that all fees of Bond Counsel; and premiums due on account thereof have been paid (B) the opinion of the Authority Counsel and the County Attorney, in full.the forms attached hereto as Exhibit B and Exhibit C, with such changes in such opinion as Bond Counsel and the Lender shall approve; (e2) The Such additional legal opinions, certificates, proceedings, instruments, and other documents, as the Lender or Bond Counsel may reasonably request to evidence (A) compliance by the Authority with legal requirements relating to the issuance of the Bond or the representations set forth in the Tax and Non-Arbitrage Certificate relating to the Bond, (B) the truth and accuracy, as of the date of Closing, of all representations herein contained, and (C) the due performance or satisfaction by the Authority at or prior to such date of all agreements then to be performed and all conditions then to be satisfied as contemplated under this Agreement; and (3) the Authority Resolution and the County Resolution, each approving the terms of this Agreement and authorizing this financing. If the Authority shall be unable to satisfy the conditions to the Lender’s obligations contained in this Agreement or if the Lender’s obligations shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate, and neither the Authority nor the Lender shall have received any further obligations hereunder, except that the representations and approved an appraisal warranties of the Property indicating that the ratio Authority set forth in Section 2 herein (as of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%date made) will continue in full force and effect. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The (a) Conditions to Purchaser's Obligation to Close. In addition to the conditions specified elsewhere in this Contract, Purchaser's obligation to effect the respective closings contemplated by this Contract is subject in each case to the fulfillment of each of the following conditions (in each case to the extent pertaining to said Closing and/or the Relevant Centers): (i) there shall exist on the closing date no pending Order prohibiting, enjoining or restraining Seller from consummating the transactions contemplated hereunder with respect to such closing; (ii) no Material Adverse Change shall have occurred since the date hereof and remain uncured or unremedied; (iii) Omitted (iv) Seller and the Partnerships shall have performed in all material respects their covenants and agreements contained in this Contract required to be conditions precedent performed at or prior to the closing date, and the representations and warranties of Swerdlow or Seller contained in this Contract that are not qualified as to a Material Adverse Effect shall be true and correct in all material respects, and any of such representations and warranties that are so qualified shall be true and correct except where the failure to be so true and correct individually or in the aggregate would not have a Material Adverse Effect, in each case, as of the Loan date of such closing as if made as of such date (except to the extent that the representation or warranty is expressly limited by its terms to another date and except, in the advance case of Loan proceeds:the representations and warranties set forth in Section 17(s), that clauses (i) through (vii) thereof shall be deemed modified to reflect any matters set forth in the Environmental and Engineering Reports); (av) This Agreementall permits, consents, approvals and waivers from Governmental Authorities and other persons or entities (including the Note, Lenders) necessary to the Deed consummation of Trust and the other Loan Documents transactions contemplated hereby with respect to such closing shall have been properly executed and obtained; (vi) Seller shall have delivered to the LenderPurchaser an opinion of Xxxxxxxxx Xxxxxxx, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered LLP, counsel to a representative Seller, dated as of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received adviceclosing date, in form and substance and from a source reasonably satisfactory to the Lender, Purchaser as to the effect that a search existence, power and authorization of the applicable public records discloses no conditional sales contractsSwerdlow and Seller to execute, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved.deliver and perform their obligations under this Agreement; (dvii) The Lender shall have received all policies All Transfer Taxes if any arising out of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property)Closing shall have been paid by the Seller or Seller shall have arranged for payment to be made at Closing. Seller shall have provided Purchaser with (i) all forms, certificates and/or other instruments required to pay the Transfer Taxes, together with written evidence, in form and substance evidence satisfactory to the Lender, Purchaser that all fees and premiums due on account thereof such Transfer Taxes have been or will be paid in full.by Seller, and (ii) a clearance certificate or similar document(s) which may be required by any state taxing authority to relieve Purchaser of any obligation to withhold any portion of the payments to Seller pursuant to this Agreement; (eviii) The Lender There shall not have been any federal legislative or regulatory change that could cause Purchaser to cease to qualify (either prior to or upon consummation of the transactions contemplated hereby) as a REIT for federal or state income tax purposes; (ix) Seller shall have received and approved an appraisal delivered each of the Property indicating that items to be delivered by Seller pursuant to Section 20; (x) In the ratio case of the Loan amount Hollywood Closing, Purchaser's obligations to close shall be further subject to the “as-is” appraised value conditions set forth in Section 13 (to the extent applicable to the Hollywood Center); and (xi) In the case of the Property does not exceed 75%. (f) The Lender Millenia Closing, Purchaser's obligations to close shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified be further subject to the Lender and conditions set forth in Section 13 (to the title insurance company and any recorded subdivision plat of extent applicable to the LandMillenia Center).

Conditions Precedent to Closing. The following shall be conditions precedent to Purchaser's obligation to consummate the closing purchase and sale transaction contemplated herein ("Purchaser's Conditions Precedent"): (i) Purchaser shall have received and approved, at or prior to the Closing, executed estoppel certificates substantially in the form provided by Purchaser’s lender from all of the Loan Major Tenants (hereinafter defined) and from Tenants comprising 85% of the advance of Loan proceeds:economic rent. (aii) This Agreement, the Note, the Deed of Trust and the other Loan Documents Purchaser shall have been properly executed received and delivered approved, at or prior to the LenderClosing, the Deed of Trust shall be acknowledged executed subordination, non-disturbance and recorded attornment agreements (“SNDAs”) substantially in the appropriate public office or delivered form provided to a representative of Seller during the title company for recording and payment shall have been made for all conveyancing and recording in connection with Due Diligence Period from tenants designated by the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawPurchaser’s lender. (b) The Lender Title shall have received a paid been approved by Purchaser under Section 4 with the title company standing ready to issue an owners policy of title insurance on in the current ALTA Form or a valid form customarily delivered in Nebraska insuring Purchaser's interest in the Land and enforceable commitment to issue Improvements, dated the sameday of the Closing, from a company satisfactory to the Lender with liability in the amount of the Loan and which may be endorsed or assigned Purchase Price, subject only to the successors and assigns of the Lender without additional costPermitted Encumbrances, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except together with such endorsements as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender Purchaser reasonably may reasonable require (the “"Title Policy”"). (c) The Lender Seller shall have received adviceexecuted and delivered to Purchaser a certificate (the “Certificate”) attached hereto as Exhibit J updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless new matters or knowledge of a defect arises, in form which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and substance consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and from a source satisfactory any money or documents shall be returned to the Lender, to party depositing the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approvedsame. (d) The Lender No Major Tenant shall be in default under its Lease, shall be involved as a debtor in a bankruptcy proceeding, shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company given notice that it is going dark or companies and in form and amount satisfactory to the Lendershall have gone dark, including without limitation, flood insurance (in the amount or shall have reduced its space or shall have given notice that it is reducing its space. Each of the Loan or the maximum limit of coverage available on the Propertyfollowing tenants is a Major Tenant: Dick’s Sporting Goods, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property)Petsmart, together with written evidenceBabies R Us, in form Famous Footwear, Beauty Brands and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullOld Navy. (e) The Lender There shall have received and approved an appraisal be no Hazardous Materials at the Property that were not present at the end of the Property indicating Due Diligence Period. In the event that the ratio of the Loan amount any Purchaser’s Condition Precedent is not satisfied, Purchaser shall give written notice thereof to the “as-is” appraised value of Seller and Escrow Agent, the Property does not exceed 75%. (f) The Lender Deposit shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified be returned to the Lender Purchaser and to this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the title insurance company indemnification and any recorded subdivision plat of the Landhold harmless provisions contained in Section 7.

Conditions Precedent to Closing. The following shall be conditions precedent to the closing of the Loan Transaction will be subject to the satisfaction of the following conditions precedent (in addition to any conditions precedent identified in the Formal Agreement (as that term is hereinafter defined)) (the “Conditions Precedent”): The parties shall have agreed upon the terms and conditions of a formal agreement in respect of the Transaction (the “Formal Agreement”), which Formal Agreement shall memorialize the provisions of this letter agreement and include industry-standard terms and conditions in respect of the Transaction. For greater certainty, the Formal Agreement will contain representations and warranties customary to transactions like the Transaction, including, without limitation, representations and warranties by the Corporation (i) as to the accuracy and completeness of the Corporation's internally generated financial statements, dated as of September 30, 2018, (ii) disclosure of all the Corporation's material contracts, commitments and liabilities, direct or contingent; (iii) the physical condition, suitability, ownership and absence of liens, claims and other adverse interests with respect to the Corporation's assets; (iv) issuance and status of the Purchased Shares; (e) the absence of liabilities with respect to the Corporation and liabilities incurred in the ordinary course of business since the date of latest audited financial statements; (f) the absence of a material adverse change in the condition (financial or otherwise), business, properties, assets or prospects of the Corporation; (g) the absence of pending or threatened litigation, claims, investigations or other matters affecting the Transaction; (h) the Corporation's compliance with laws and regulations applicable to its business and obtaining all licenses and permits required for its business; and (i) the due incorporation, organization, valid existence, good standing and capitalization of the Corporation. The parties hereby covenant and agree to diligently pursue good faith negotiation of the Formal Agreement. Each of the Purchaser and the advance Corporation shall be satisfied, in its sole discretion, with the results of Loan proceeds: its due diligence investigations in respect of the Transaction. The holders of the Corporation’s Series A Preferred Stock (athe “Preferred A Holders”) This Agreement, the Note, the Deed of Trust and the other Loan Documents holders of the Corporation’s common stock shall have been properly executed and delivered to and in favor of the LenderCorporation and the Purchaser any and all consents to, and waivers in respect of, the Deed Transaction as mandated the terms and conditions of Trust (i) the Second Amended and Restated Articles of Incorporation of the Corporation (the “Articles of Incorporation”), (ii) the Series A Convertible Preferred Stock Purchase Agreement between the Corporation and the Preferred A Holders (the “Preferred A SPA”), and (iii) the Second Amended and Restated Shareholder’s Agreement, such consent to include, inter alia, (x) consent to the composition of the Board (as that term is hereinafter defined), (y) consent to the issuance of the Purchased Shares to the Purchaser, and (z) a waiver of the preemptive purchase rights set forth in the Rights Agreement. The boards of directors of each of the Purchaser and the Corporation shall have approved the Transaction. Closing Date. The closing date of the Transaction (the “Closing Date”) shall be acknowledged and recorded the closing date specified in the appropriate public office Formal Agreement; provided, however, that either party shall be entitled, in its sole discretion, to terminate this letter agreement in the event that the Formal Agreement has not been executed and delivered on or before December 31, 2018. In the event that the Formal Agreement has not been executed and delivered prior to a representative the due date for payment of the title company for recording and payment First Guaranteed Payment, the Purchaser shall have been made for all conveyancing and recording in connection with nonetheless make the settlement First Guaranteed Payment ($3,450,000) when due. In the event of the Loantermination of this letter agreement after payment of the First Guaranteed Payment (otherwise than by operation of the execution and delivery of the Formal Agreement), at the Purchaser’s sole option, (x) the First Guaranteed Payment shall be repayable by the Corporation, without interest, within 360 days of the date of termination of this letter agreement (unless the First Incremental Payment is due and payable on an earlier date pursuant to paragraph 2(f) of this letter agreement), or (y) in full and final satisfaction of the Corporation’s obligation to repay the First Incremental Payment, the Corporation shall issue to the Purchaser that number of common shares in the capital of the Corporation equal to 20% of the issued and outstanding equity securities in the capital of the Corporation (on a post-issuance basis) calculated as at the date of this letter agreement. Board Membership & Executive Management Participation. From and after the Closing Date and for so long as the Purchaser is the registered and beneficial owner of not less than fifty-one percent (51%) of the issued and outstanding equity securities in the capital of the Corporation, the size of the Corporation’s Board of Directors (the “Board”) shall be set at seven (7) composed of (i) the CEO of the Corporation, (ii) one officer of the Corporation (iii) the CEO of Purchaser, one appointee of Series A Holders and three independent directors. Currently the Board of Directors is composed of Xxxxxxx X. Xxxxxx, Xx., Xxxxxx X. Xxxxxx, Xxxxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxx Xxxxxxx, (Series A), Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxx, and one more independent director. The term of service is two years and board seats are staggered. The Corporation shall reimburse directors for any transfer reasonable expenses associated with travel in attending Board meetings. The Corporation shall also tender a stipend or documentary stamp taxes due under any federalother remuneration to the three independent directors, state or municipal law. (bin such amount(s) as is customary in the industry. The Lender shall have received a paid policy of title Corporation will maintain director and officer liability insurance on the current ALTA Form or a valid with recognized carriers with coverage and enforceable commitment to issue the same, from a company in amounts satisfactory to the Lender in Purchaser. Upon execution and delivery of this letter agreement, for throughout the amount currency of this letter agreement, one representative of Corporation shall be invited to attend each and every meeting of the Loan board of directors of the Purchaser as an “observer”. Purchaser First Refusal and which Co-Sale Rights. Purchaser will have the right to purchase any shares that holders propose to sell or transfer to any third party (other than Permitted Transfers as defined by Amended and Restated Shareholder Agreement). This right may be endorsed or assigned exercised if Corporation does not elect to the successors and assigns purchase all of the Lender without additional cost, insuring transferred shares. Investors that do not exercise their rights of first refusal will have the lien right to include their pro rata share of Common (on an as-if-converted basis) in any such sale by a Founder. Shareholders. Purchaser shall be required to execute a shareholder agreement. Restrictive Rights. Purchaser will not be able to transfer its shares except pursuant to Shareholder Agreement - Permitted transfers: (i) estate purposes; (ii) death; (iii) SEC-defined Affiliates; (iv) entities managing the beneficial interests; and (v) sale of substantially all of the Deed assets or stock of Trust to be a valid first lien Corporation. Pre-Closing Corporation Operation. Commencing on the Property, free date hereof and clear of all defects, exceptions and encumbrances except such as ending on the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search later of the applicable public records discloses no conditional sales contractsClosing Date or December 31, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.2018:

Conditions Precedent to Closing. The following shall obligation of ElectraMeccanica or its designee to complete the purchase of the Shares upon the exercise of the Put Option will be conditions precedent subject to the closing of following conditions being satisfied or waived in writing by ElectraMeccanica or its designee on or before the Loan and the advance of Loan proceedsClosing Date: (a) This Agreement, the Note, purchase of the Deed of Trust Shares and the other Loan Documents shall have been properly executed and delivered to payment of the LenderPurchase Price will not, the Deed of Trust shall be acknowledged and recorded in the appropriate public office reasonable opinion of ElectraMeccanica or delivered its designee, constitute a violation of any law, stock exchange rules/policies or of any contract or agreement to which ElectraMeccanica or its designee is a representative of the title company for recording and party to or bound (including any credit or financing agreements) or if such purchase or payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer would render ElectraMeccanica or documentary stamp taxes due under any federal, state or municipal law.its designee insolvent; (b) The Lender shall the representations and warranties of Intermeccanica and Xxxxx made in or pursuant to this Agreement will be true and accurate with the same force and effect as though such representations and warranties had been made as of the Closing Date. In addition, Intermeccanica and Xxxxx will have received a paid policy of title insurance on the current ALTA Form complied with all covenants and agreements in this Agreement to be performed or a valid and enforceable commitment caused to issue the same, from a company satisfactory be performed by them at or prior to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”).Closing Date; (c) The Lender shall between the date of this Agreement and the Closing Date there will not have received advice, been: (i) any material adverse change in form and substance and from a source satisfactory to the Lender, to the effect that a search any of the applicable public records discloses no conditional sales contractsShares, chattel mortgagesIntermeccanica’s assets or the financial condition, leases earnings, results of personaltyoperations or prospects of Intermeccanica’s Business that has, financing statements or title retention agreements filed threatens to have, a material adverse effect on the Shares, Intermeccanica’s assets or recorded against the Property except such financial condition, earnings, results of operations or prospects of Intermeccanica’s Business or which might materially adversely affect the ability of ElectraMeccanica or its designee to carry on Intermeccanica’s Business after the Closing Date substantially as Intermeccanica’s Business is being conducted upon the Lender shall date of this Agreement; or (ii) any damage, destruction or loss, or other event, development or condition of any character (whether or not covered by insurance) which would have approved.a material adverse effect on the Shares, Intermeccanica’s assets or Intermeccanica’s Business; (d) The Lender shall between the date of this Agreement and the Closing Date, no law, rule or policy will have received all policies been made, and no action or proceeding (including a Legal Proceeding) will be pending or threatened, which is likely to result in an order, decision or ruling imposing any limitations or conditions which may have a material adverse effect on the Shares, Intermeccanica’s assets or the right of insurance required ElectraMeccanica or its designee to own the Shares or conduct Intermeccanica’s Business after closing on substantially the same basis as heretofore conducted; (e) as of the Closing Date, no action or proceeding (including a Legal Proceeding) will be pending or threatened by any person to enjoin, restrict or prohibit any of the transactions contemplated hereby or the right of ElectraMeccanica or its designee to own the Shares or conduct Intermeccanica’s Business after closing on substantially the same basis as heretofore conducted; (f) by the Closing Date, all filings, notifications and consents with, to or from Governmental Authorities and third parties required to permit the change of ownership of the Shares contemplated hereby without resulting in the violation of or a default under or any termination, amendment or acceleration of any obligation under any permit or material contract affecting Intermeccanica’s Business or otherwise materially adversely affecting Intermeccanica’s assets or Intermeccanica’s Business, will have been made, given or obtained on terms hereof and acceptable to ElectraMeccanica or its designee; (g) by the other Loan Documents Closing Date, Intermeccanica and Xxxxx will have delivered, or caused to be delivered, to ElectraMeccanica or its designee, duly executed releases, in effect from a company registrable form where applicable, or companies and in form and amount satisfactory evidence to the Lender, including without limitation, flood insurance (in the amount satisfaction of the Loan ElectraMeccanica or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect its designee as to the Propertydischarge of all Adverse Interests against the Shares and Intermeccanica’s assets (including the BMO Security); and (h) on or before the Closing Date, together with written evidenceIntermeccanica and Xxxxx will have delivered, or cause to be delivered, to ElectraMeccanica or its designee, the following documents and instruments in form and substance satisfactory to the LenderElectraMeccanica or its designee, that all fees and premiums due on account thereof have been paid in full.acting reasonably: (ei) The Lender shall have received a bringdown certificate of Intermeccanica and approved an appraisal Xxxxx confirming that (A) the representations and warranties of Intermeccanica and Xxxxx set forth in this Agreement (and Section 2.1 in particular) are true and accurate in all material respects at the Closing Date with the same force and effect as though such representations and warranties had been made as of the Property indicating that Closing Date and (B) Intermeccanica and Xxxxx have complied in all material respects with all covenants and agreements herein agreed to be performed by them at or prior to the ratio Closing Date; (ii) certified copies of all necessary resolutions, authorizations and proceedings of the Loan amount Vendors and Intermeccanica that are required to be taken or obtained to permit the “as-is” appraised value due and valid transfer and registration of the Property does not exceed 75%.Shares to and in the name of ElectraMeccanica or its designee; (fiii) The Lender shall have received and approved a property condition report all share certificates representing the Shares endorsed for transfer to ElectraMeccanica or its designee (or, alternatively, instruments of transfer of the Property.Shares from the Vendors in favour of ElectraMeccanica or its designee); (giv) The Lender shall have received a duly issued share certificate representing the Shares registered in the name of ElectraMeccanica or its designee; (v) resignations and approved a copy general releases of a current Survey claims from each of the Land certified to directors and officers of Intermeccanica; (vi) the Lender minute books and to the title insurance company other books and any recorded subdivision plat records of the LandIntermeccanica; and (vii) such other documents and instruments as are reasonably required by ElectraMeccanica or its designee or their solicitors.

Conditions Precedent to Closing. 4.1 The following shall be conditions precedent to Parties acknowledge that the closing of the Loan purchase and sale of the advance Target Equity is subject to satisfaction of Loan proceedseach and all of the following conditions: (a1) This AgreementAll the representations, undertakings and warranties made by each Party on the NoteSigning Date are true, accurate, complete, and free from misleading, false statements and omissions in all material respects as of the Deed of Trust Closing Date; (2) Kunlun Energy has approved this Transaction in accordance with its own constitutional documents and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative regulatory requirements of the title company for recording and payment shall have been made for all conveyancing and recording in connection with competent regulatory authorities (including the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.SEHK); (b3) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender PipeChina has approved this Transaction in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and accordance with its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”).constitutional documents; (c4) The Lender shall have received advice, Each Target Companies has approved this Transaction in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved.accordance with its constitutional documents; (d5) The Lender shall have received all policies of insurance required by the terms hereof and by All the other Loan Documents to be shareholders of each Target Company have waived in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount writing their right of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required first refusal with respect to the PropertyTarget Equity; (6) The concentration of undertakings filing for this Transaction has either been cleared or is not subject to further review; (7) The Asset Appraisal Reports have been certified and filed for record in accordance with applicable PRC Laws and regulations; and (8) All the other approvals, licences, filings and registrations known to be necessary for this Transaction have been obtained from or completed with the competent governmental authorities in the PRC, Among the foregoing conditions precedent to Closing, those conditions set forth in Items (2), together with written evidence(4), (5) and (7) shall be the responsibility of Kunlun Energy, the condition set forth in form Item (3) shall be the responsibility of PipeChina, and substance satisfactory those set forth in Items (1), (6), and (8) shall be the responsibility of both Parties. Other than the condition set forth in Item (1), any of the closing conditions may not be waived, whether unilaterally or mutually. 4.2 Both Parties agree that all conditions precedent set forth in Section 4.1 of this Agreement shall be satisfied as soon as practicable prior to the LenderClosing Date. If the satisfaction of any conditions precedent applicable to either Party requires the assistance of the other Party, the other Party shall use its best efforts to provide such assistance. Both Parties shall keep each other posted on matters related to the conditions precedent, and coordinate with each other to solve problems encountered in the process in a timely fashion. After the Signing Date, neither Party may engage in any act that may hinder or restrict the satisfaction of any condition precedent set forth in Section 4.1 hereof. 4.3 If for any reason not attributable to either Party, any of the conditions precedent agreed in Section 4.1 of this Agreement fails to be satisfied and/or waived by March 31, 2021, the Parties shall agree on an extended Closing Date; provided, that all fees and premiums due where the Parties fail to reach agreement on account thereof have been paid in full. (e) The Lender the extended Closing Date by March 31, 2022, each Party shall have received and approved an appraisal of the Property indicating that right to unilaterally terminate this Agreement in writing on the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%date immediately thereafter without any liability. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. 12.1 The following obligations of Contributor to deliver title to the Property and to perform the other covenants and obligations to be performed by Contributor on the Closing Date shall be conditions precedent subject to the closing following conditions (all or any of the Loan and the advance of Loan proceeds:which may be waived, in whole or in part, by Contributor): (a) This Agreement, The representations and warranties made by CRLP and Cali herein shall be true and correct in all material respects with the Note, same force and effect as though such representations and warranties had been made on and as of the Deed of Trust Closing Date; (b) CRLP and the other Loan Documents Cali shall have been properly executed and delivered to Contributor all of the Lender, documents provided herein for said delivery; and (c) Contributor shall have received the Deed Cash Payment. 12.2 The obligations of Trust Cali and CRLP to accept title to the Property and Cali and CRLP's obligation to perform the other covenants and obligations to be performed by Cali and CRLP on the Closing Date shall be acknowledged subject to the following conditions (all or any of which may be waived, in whole or in part, by Cali or CRLP): (a) The representations and recorded warranties made by Contributor herein shall be true and correct in all material respects with the appropriate public office or delivered to a representative same force and effect as though such representations and warranties had been made on and as of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.Closing Date; (b) The Lender Contributor shall have received a paid policy of title insurance on the current ALTA Form or a valid performed all material covenants and enforceable commitment to issue the same, from a company satisfactory to the Lender material obligations undertaken by Contributor herein in the amount of the Loan all respects and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust complied with all material conditions required by this Agreement to be a valid first lien performed or complied with by it on or before the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”).Closing Date; (c) The Lender shall have received advice, Title Company is unconditionally prepared to issue to CRLP a Title Policy meeting the requirements set forth in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved.Section 4 hereof for an "insurable title"; and (d) The Lender Contributor shall have received executed and delivered to CRLP all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fulldocuments provided for herein for said delivery. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. 3.1 The following obligation of GLAM II and SFH to proceed to Closing on the Closing Date shall be subject to fulfilment of the following conditions (unless waived in writing (a) in case of the conditions in (i) and (iii) by GLAM II, and (b) in case of the conditions in (ii) by SFH): (i) the Investment Agreements shall have been executed by the parties thereto in the form set forth in Exhibit A; and SFH shall have confirmed to GLAM II in writing that the conditions precedent to its obligations therein have been satisfied and/or waived; (ii) GLAM II’s Warranties are true and correct on the closing Execution Date and on and as of the Loan Closing Date with the same effect as though they had been made on and as of the advance of Loan proceeds: Completion Date and all undertakings and covenants herein made by GLAM II (ato the extent required to be performed on or prior to the Closing Date) This Agreement, the Note, the Deed of Trust and the other Loan Documents shall have been properly executed duly performed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender SHF shall have received a paid policy of title insurance on evidence that the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust share pledge to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, granted to SFH over IFMOP’s shares in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, IFM Investments has been perfected in form and substance satisfactory to SFH; and (iii) SFH’s Warranties and the Lender, IFM Parties’ Warranties are true and correct on the Execution Date and on and as of the Closing Date with the same effect as though they had been made on and as of the Closing Date and all undertakings and covenants herein made by SFH and the IFM Parties (to the extent required to be performed on or prior to the Closing Date) shall have been duly performed. 3.2 The Parties shall cooperate with each other in good faith and shall undertake reasonable efforts to ensure that all fees and premiums due on account thereof have been paid conditions precedent in fullClause 3.1 are satisfied as soon as reasonably practicable after the date hereof. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following shall be conditions precedent Company's obligation to complete the closing purchase of the Loan and Shares will be subject to each of the advance of Loan proceedsfollowing conditions: (a) This Agreement, all representations and warranties of Manloe and Hocking will be true and correct in all material respects on the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.Closing Date; (b) The Lender there shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory been no material adverse change to the Lender in Business between the amount date of this agreement and the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”).Closing Date; (c) The Lender shall Manloe will have received advice, in form entered into the Manufacturing and substance and from a source satisfactory Marketing Agreement with Jazor prior to or on the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved.Closing Date; and (d) The Lender shall Manloe will have received all policies delivered an opinion of insurance required by the terms hereof and by the other Loan Documents its attorney as to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount each of the Loan following matters: (i) Manloe has been duly incorporated and organized and is validly subsisting under the laws of the State of Nevada, it has the corporate power to own or the maximum limit of coverage available lease its properties and to carry on the Property, whichever its business that is less or evidence that flood insurance now being conducted by it and is not available or otherwise required in good standing with respect to all filings with the Property)appropriate corporate authorities; (ii) the issued and authorized capital of Manloe is as set out in this agreement and all issued shares have been validly issued as fully paid and non- assessable; (iii) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Shares to be duly and validly registered in the name of the Company; (iv) the execution of this agreement, together with written evidence, in form the transfer of the Shares to Company and substance satisfactory the appointment of the Company's nominees to the Lenderboard of directors, that all fees and premiums due on account thereof have been paid in fullduly and validly authorized by all required corporate proceedings of Manloe and its shareholders and directors. (e) The Lender shall Hocking will have received and approved an appraisal entered into a three year employment agreement with Manloe in the form of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.employment agreement attached hereto as Schedule C.

Conditions Precedent to Closing. The closing of this transaction (“Closing”) is subject to the following shall be conditions precedent to the closing in favour of the Loan and Purchaser, which conditions may be waived by the advance of Loan proceedsPurchaser in its sole discretion: (a) This Agreement, the Note, the Deed The Board of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative Directors of the title company for recording and payment shall have been made for all conveyancing and recording in connection with Purchaser approving the settlement purchase of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.Business by the Purchaser from the Vendor; (b) The Lender Vendor shall have received delivered a paid policy copy of title insurance on a resolution of the current ALTA Form or a valid shareholders and enforceable commitment Board of Directors of the Vendor approving the purchase of the Business by the Purchaser from the Vendor; (c) The Vendor shall have entered into an agreement with the Purchaser to issue assign the sameWebsite Template License Agreement, from a company satisfactory whereby all rights of the Vendor shall be sold, assigned and transferred to Purchaser; (d) The Contractors shall have entered into the agreement attached hereto as Schedule B with regard to additional website templates; (e) Igor shall have entered into an agreement with the Purchaser to act as an independent contractor, for total consideration of $1.00, during the 90 day period following the Closing Date, to assist with the Purchaser with regard to its reasonable requests related to the Lender Business. The agreement shall be in a form prepared by Purchaser and shall contain such terms and conditions as the amount Purchaser deems appropriate, acting reasonably; (f) Search results of the Loan public records of Ontario confirming the absence of security interests, judgments, tax liens and bankruptcy proceedings which may be endorsed affect or assigned could affect the Purchased Assets; (g) All requisite governmental and regulatory approvals of, exemptions from and consents required to consummate this Agreement shall have been obtained and all waiting periods prescribed by law shall have expired; (h) The Vendor shall have obtained all consents and approvals to the successors transfer of any contracts, licenses and assigns of other instruments being transferred which the Lender without additional costPurchaser considers material to the Business; (i) All right, insuring title, interest in, and to, the lien of Purchased Assets shall have been sold, assigned and transferred to the Deed of Trust to be a valid first lien on the Property, Purchaser free and clear of all defects, exceptions and encumbrances except such as the Lender and Encumbrances; (j) The Purchaser shall be satisfied with its counsel due diligence investigations; (k) The Vendor shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements delivered all agreements or coverages as Lender may reasonable require (obligations forming part of the “Title Policy”).Purchased Assets; (cl) The Lender Vendor shall have received advicedelivered all records of the Business and all of the schedules attached hereto, in form shall have been completed and substance and from a source satisfactory to the Lenderupdated, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved.Purchaser’s satisfaction; (dm) The Lender An officer’s certificate shall have received all policies of insurance required by the terms hereof be signed and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory delivered to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required Purchaser with respect to the Property), together with written evidence, veracity and accuracy of the representations and warranties as at the Closing Date in a form and substance satisfactory to the LenderPurchaser; and (n) Closing certificates, that all fees a xxxx of sale and premiums due on account thereof other usual closing documentation shall have been paid in fulldelivered. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. 10.1. The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 10.1.1. All of the representations, warranties and agreements of Seller set forth in this Agreement shall be conditions precedent to the closing true and correct in all material respects as of the Loan and the advance of Loan proceeds: (a) This Agreement, the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the LoanEffective Date, and for Seller shall not have on or prior to Closing, failed to meet, comply with or perform in any transfer material respect any conditions or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender shall have received a paid policy of title insurance agreements on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such Seller’s part as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof of this Agreement. 10.1.2. There shall not exist any material, adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing. 10.1.3. Seller shall have obtained and delivered to Buyer estoppel certificates, in accordance with their respective Leases, from Tenants representing seventy percent (70%) of the square feet which are leased and occupied by Tenants as of the Effective Date. Estoppel certificates may be on the form required by the other Loan Documents applicable Lease or the form attached hereto as Exhibit D. Unless they disclose material, adverse matters inconsistent with their respective Leases, estoppel certificates shall be deemed to be satisfy this condition precedent. With respect to Tenants who are governmental entities, if any, estoppel certificates in effect from the standard form typically provided by such governmental entity shall satisfy this condition precedent. Buyer shall notify Seller within three (3) business days of receipt of a company copy of the executed estoppel certificate of its approval or companies disapproval and in form the basis of such disapproval, if disapproved. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein which is inconsistent with its Lease, and amount satisfactory Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the LenderClosing, including without limitation, flood insurance (in the amount this Agreement shall terminate upon Buyer’s written notice to Seller and return of the Loan Due Diligence Items, Buyer shall be entitled to a refund of the Deposit and neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Section 5. Notwithstanding anything to the contrary in this Section, Seller shall have the right, in Seller’s sole and absolute discretion, but not the obligation, 19 - AGREEMENT FOR PURCHASE AND SALE to cure or otherwise satisfy the maximum limit basis for Buyer’s disapproval of coverage available an estoppel certificate by the payment of money to a particular Tenant. 10.1.4. Buyer shall have obtained on or before the 15th day following the Effective Date (the “Financing Contingency Period”) a commitment acceptable to Buyer to finance the purchase of the Property. If Buyer fails to give to Seller during this period written notice that this condition has been satisfied or waived (the “Financing Contingency Removal Notice”), whichever is then this Agreement shall automatically terminate at the expiration of this period and the Deposit, less or evidence that flood insurance is not available or otherwise required with respect one-half (1/2) of any escrow cancellation fee, shall be returned to Buyer upon return of the Due Diligence Items; Buyer’s obligations set forth in Section 5 shall survive such termination. 10.2. The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the Property)following conditions precedent: 10.2.1. All of the representations, together warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Effective Date, and Buyer shall not have on or prior to Closing, failed to meet, comply with written evidence, or perform in form and substance satisfactory to any material respect any conditions or agreements on Buyer’s part as required by the Lender, that all fees and premiums due on account thereof have been paid in fullterms of this Agreement. (e) The Lender 10.2.2. Seller shall have received and approved an appraisal approval of the Property indicating that sale from all entities comprising Seller no later than five (5) business days after the ratio Effective Date. 10.3. If any such condition is not fully satisfied by Closing, the party in whose favor the condition runs shall notify the other party and may terminate this Agreement by written notice (in all events such written notice shall be given prior to Closing) whereupon this Agreement may be canceled, and upon return of the Loan amount Due Diligence Items, the Deposit shall be paid to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender Buyer and, thereafter, neither Seller nor Buyer shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy any continuing obligations hereunder except as otherwise expressly set forth herein; provided, however, that if Buyer notifies Seller of a current Survey failure to satisfy the conditions precedent set forth in Section 10.1, Seller may, within five (5) days of receipt of Buyer’s notice agree to satisfy the Land certified condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the Lender and to the title insurance company and any recorded subdivision plat of the Landtransaction contemplated hereby provided Seller so satisfies such condition.

Conditions Precedent to Closing. The following shall be conditions precedent (a) Mxxx-Xxxx’x obligation to the closing Close hereunder is subject to satisfaction of the Loan following conditions precedent, any of which may be waived in whole or in part by Mxxx-Xxxx, in its sole and the advance of Loan proceedsabsolute discretion: (ai) This AgreementThe Gxxx SLG Transferors shall have delivered to or for the benefit of Mxxx-Xxxx, on or before the NoteClosing Date, all of the Deed documents and items required of Trust the Gxxx SLG Transferors pursuant to Section 12(a), and the other Loan Documents Gxxx SLG Transferors shall have been properly executed and delivered performed all of their obligations hereunder to be performed as of the Closing Date in all material respects; (ii) The Title Company shall have irrevocably committed to issue an owner’s title insurance policy with respect to each Property, subject only to the Lender, Permitted Exceptions; (iii) All of the Deed of Trust Gxxx SLG Transferors’ representations and warranties made in this Agreement shall be acknowledged true and recorded correct in all material respects (except to the extent otherwise qualified by a materiality standard) as of the date hereof and as of the Closing Date as if then made, subject to any changes or updates as are contemplated or permitted hereunder and set forth in the appropriate public office or delivered to a representative Certification of Representations and Warranties, provided, that the Entity Related Representations shall be deemed true and correct for purposes of this Section 11(a) unless the aggregate liability arising from incorrect Entity-Related Representations is in excess of $20,000,000; (iv) The Portfolio TRS Reorganization shall have taken place; (v) Challenger Parent shall have contributed 100% of the title company for recording and payment stock of Challenger TRS to Challenger Owner; (vi) Mxxx-Xxxx shall have been made for all conveyancing and recording received Tenant Estoppels meeting the Minimum Estoppel Condition, subject to Section 9(j); (vii) The Existing Mezzanine Debt shall be satisfied in connection full at Closing in accordance with the settlement of the LoanSection 12(e), and for the Mxxx-Xxxx Interest shall be free and clear of any transfer or documentary stamp taxes due under any federal, state or municipal lawEncumbrances; (viii) The Debt Assumption shall occur (provided that Mxxx-Xxxx is not in default of its obligations hereunder with respect thereto); and (ix) The Existing Floating Rate Debt shall be satisfied in full with respect to the Class A Properties and Class B Properties. The New Financing shall close simultaneously herewith. (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment Gxxx SLG Transferors’ obligation to issue the same, from a company satisfactory Close hereunder is subject to the Lender in the amount satisfaction of the Loan and following conditions precedent, any of which may be endorsed waived in whole or assigned in part by the Gxxx SLG Transferors, in their sole and absolute discretion: (i) Mxxx-Xxxx shall have paid the Total Purchase Price pursuant to the successors and assigns terms hereof; (ii) Mxxx-Xxxx shall have delivered to or for the benefit of Gxxx SLG, on or before the Closing Date, all of the Lender without additional costdocuments and items required to be delivered by Mxxx-Xxxx pursuant to Section 12(b), insuring and Mxxx-Xxxx shall have performed all of its obligations hereunder to be performed on or before the lien Closing Date; (iii) All of Mxxx-Xxxx’x representations and warranties made in this Agreement shall be true and correct in all material respects (except to the extent otherwise qualified by a materiality standard) as of the Deed date hereof and as of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such Closing Date as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”).if then made; (civ) The Lender Debt Assumption and Guarantor Release shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved.occur; and (dv) The Lender New Financing shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullclose simultaneously herewith. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The 7.01 Conditions Precedent to Buyer's Obligations. Satisfaction on or prior ------------------------------------------- to the Closing Date of each of the following shall be conditions a condition precedent to obligations of Buyer to purchase the closing of Purchased Assets and to pay the Loan and the advance of Loan proceedsrequired consideration therefor: (a) This Seller shall have delivered all of the Seller's Closing Documents required to be delivered by Seller under the provisions of Section 5.04 and elsewhere in this Agreement, the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection accordance with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawprovisions hereof. (b) The Lender Subject to the provisions of Section 4.05 hereof, the representations and warranties of Seller contained in Section 4.01 and elsewhere in this Agreement shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, and Buyer shall have received a paid policy certificate to that effect by Seller and Seller shall have complied with its covenants and obligations hereunder in all material respects; provided, however, that Buyer shall -------- nonetheless be obligated to close the transactions set forth herein, unless such untruth, inaccuracy or failure, taken together with all other such untruths, inaccuracies or failures, would have a Material Adverse Effect with respect to the Business of title insurance all Facilities in the aggregate, not taking into account any obligations of Seller set forth in Section 7.01(k) hereof. Notwithstanding the foregoing, Buyer shall be entitled to a Decrease in the Purchase Price at Closing on account of untruths, inaccuracies or failures of the Seller which Buyer did not have Knowledge of on the current ALTA Form Firm Date if such untruths, inaccuracies or a valid and enforceable commitment failures have resulted in, or are foreseeably likely to issue result in, any Liability in excess of $100,000 in the same, from a company satisfactory aggregate (the "Decrease Threshold") with respect to the Lender Business of all of the Facilities, in which case, the Decrease shall be equal to all Liabilities above the Decrease Threshold up to but not in excess of One Million Dollars ($1,000,000) (which Decrease shall be up to a maximum amount of $900,000). Notwithstanding the Loan and which may foregoing provisions of this Section 7.01(b) there shall be endorsed or assigned no Decrease hereunder for any matter related to the successors and assigns financial condition of the Lender without additional cost, insuring Business which is subject to the lien provisions of the Deed Section 6.01(l) of Trust to be this Agreement dealing with a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements Purchase Price adjuster (whether or coverages as Lender may reasonable require (the “Title Policy”not there is an adjustment). (c) The Lender Buyer shall have received advicea suitability for licensure determination, in form and substance and pursuant to 105 Code of Massachusetts Regulations (S)153.022, from a source satisfactory to the Lender, to the effect that a search Department of Health of the applicable public records discloses no conditional sales contractsCommonwealth of Massachusetts with reference to its acquisition of the Facilities. Buyer shall promptly file all applications, chattel mortgagespay all fees, leases publish all notices, and submit all other materials required in connection with such determination, and shall otherwise make reasonable efforts to obtain such determination. Buyer shall submit all such applications, notices, publications and other materials to Seller simultaneously with submission of personaltysuch documents for filing or publication and shall keep Seller and its regulatory counsel informed on a regular basis of the status of all such applications, financing statements including requests for further information, possible delays and possible obstacles to approval, including delivery to Seller of copies of all communications from Governmental Authorities concerning such applications. On or title retention agreements filed or recorded against before October 15, 1998, Buyer shall file its initial application for such determination, and within fifteen days after the Property except such as execution and delivery of this Agreement, Buyer shall give the Lender shall have approvednotice required by 105 CMR (S)100.250. (d) The Lender No action, suit, or formal administrative proceeding shall have received all policies of insurance required been commenced and be continuing which seeks to enjoin the transactions contemplated by this Agreement or which would have a Material Adverse Effect on the terms hereof and by the other Loan Documents to be in effect from a company business or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount financial condition of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullFacilities. (e) The Lender If a filing under the Xxxx-Xxxxx Act is required the applicable waiting period under the Xxxx-Xxxxx Act shall have received expired or shall have been terminated and approved an appraisal of the Property indicating that the ratio of the Loan amount no Governmental Authority shall have taken action pursuant to the “asXxxx-is” appraised value of Xxxxx Act to prevent the Property does not exceed 75%Closing. (f) The Lender No Major Casualty or Major Condemnation shall have received and approved a property condition report of the Propertyoccurred. (g) The Lender Average Patient Census shall be not less than 711. (h) Buyer shall have received obtained, at its sole cost and approved expense, a copy of a current Survey completed appraisal or appraisals in reasonable form which indicates that the value of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat Purchased Assets equals or exceeds fifty percent (50%) of the LandPurchase Price. (i) All liens on the Purchased Assets will have been released in full and Form UCC-3s will have been filed or delivered for filing as appropriate, except for those relating to leased copiers and postage machines and other Excluded Property. (j) If Seller has given a Seller Continuation Notice in accordance with Section 2.02(b), Seller shall have either cured the unsatisfactory Inspection Matters set forth in the Inspection Termination Notice or provided a Decrease in the Purchase Price on account thereof in accordance with the requirements set forth in Section 2.02(b).

Conditions Precedent to Closing. (a) The following Partnership's and the REIT's obligations to acquire the applicable Contributor's interest in the applicable Existing Owner in accordance with this Agreement on each Closing Date shall be subject to the satisfaction or waiver of the following conditions precedent on or prior to the closing of the Loan and the advance of Loan proceedssuch Closing Date: (ai) This Agreementall of the Contributors' representations and warranties made in this Agreement shall be true and correct at Closing, as if made on such date, except (x) to the Noteextent such representations and warranties speak as of an earlier date, provided that such representations and warranties shall be true and correct as of such earlier date unless the Deed failure of Trust such representations and warranties to be true and correct would not have a Material Adverse Effect or (y) to the other Loan Documents extent the failure of such representations and warranties to be true in all respects, individually or in the aggregate, would not have a Material Adverse Effect; (ii) the Partnership shall have been properly executed received all the tenant estoppels (and delivered landlord estoppels) described in Section 32 hereof with respect to such stage, each of which shall be substantially in the form attached hereto as EXHIBIT M (all estoppel certificates shall contain information reasonably satisfactory to the Lender, Partnership); (iii) the Deed Contributors shall have performed all material obligations and agreements which they have undertaken to be performed pursuant to this Agreement at or prior to such Closing Date including the delivery of Trust all instruments required to be delivered pursuant to Section 11 hereof; (iv) the Partnership shall be acknowledged and recorded in have received from the appropriate public office or delivered holder of each Existing Mortgage any consent to a representative the acquisition by the Partnership of the title company for recording and payment shall have been made for all conveyancing and recording applicable Property required pursuant to the terms of the loan documents executed in connection with such Existing Mortgage, which consent shall impose no terms which are not reasonably acceptable to the settlement Partnership or the REIT, and such holder's confirmation that the holder of such Existing Mortgage is not in default beyond any applicable notice and grace periods that exist under the applicable Existing Mortgage; and (v) the Partnership shall have received a payoff letter from the holder(s) of the LoanExisting Mortgages, and for any transfer or documentary stamp taxes due under any federalif such Existing Mortgages are scheduled to be repaid on the applicable Closing Date and, state or municipal lawin the event such Existing Mortgages shall not be repaid on the applicable Closing Date, a consent to the transaction contemplated hereby, to the extent required. (b) The Lender Contributors' obligations to transfer the applicable Contributors' interest in the applicable Existing Owner in accordance with this Agreement on each Closing Date shall be subject to the satisfaction or waiver of the following conditions precedent on such Closing Date: (i) all of the Partnership's and the REIT's representations and warranties made in this Agreement shall be true and correct at Closing, as if made on such date, except (i) to the extent such representations and warranties speak of an earlier date, provided that such representations and warranties shall be true and correct as of such earlier date unless the failure of such representations and warranties to be true and correct would not have 57 an Acquiror Material Adverse Effect or REIT Material Adverse Effect; (ii) to the extent the failure of such representations and warranties to be true in all respects, individually or in the aggregate, would not have an Acquiror Material Adverse Effect or REIT Material Adverse Effect or (iii) any inaccuracy of any representation or warranty of the REIT contained herein which results solely as a result of the merger of the REIT with and into Keystone Property Trust with Keystone Property Trust being the surviving entity, except as such inaccuracy may have an Acquiror Material Adverse Effect or a REIT Material Adverse Effect; (ii) intentionally omitted; (iii) the Partnership shall have received a paid policy of title insurance on provided the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required Contributors with respect to the Property), together with written evidence, in form and substance reasonably satisfactory to the LenderRMIT, Xxxxxx X. Xxxxxx and Xxxxxx Xxxxxx, that all fees one or more investors have invested or entered into a binding and premiums due on account thereof have been paid irrevocable agreement to invest at least $40,000,000 in full.equity in the REIT, in the aggregate, in accordance with the provisions of the term sheet attached as SCHEDULE 20 hereto; (eiv) The Lender the Partnership and the REIT shall have received performed all material obligations and approved an appraisal agreements undertaken by such Persons herein to be performed at or prior to such Closing Date; and (v) the REIT shall have delivered Stockholder Voting Agreements in the form of EXHIBIT I attached hereto to the Contributors from various shareholders who, collectively, represent the votes of shareholders owning in excess of 45% of the Property indicating that the ratio shares of the Loan amount to REIT Common Stock (including any REIT Common Stock issued in connection with the “as-is” appraised value transaction contemplated by SCHEDULE 20 hereto), as of the Property does not exceed 75%Stage I Closing Date (without taking into account the REIT Common Stock which will be issued at the Stage I Closing). (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following shall be conditions precedent A. Conditions to the closing Obligations of Each of the Loan Parties. ---------------------------------------------------- The obligation of each of the parties hereto to consummate the transactions provided for herein is subject to the fulfillment on or prior to the Effective Time of each of the following conditions: 1. The shareholders of CNB Bancshares shall have duly approved the Merger and the advance plan of Loan proceeds:merger contained within this Agreement in accordance with and as required by law and in accordance with CNB Bancshares' Restated Articles of Incorporation and Amended Bylaws. (a) This Agreement2. All necessary governmental and regulatory orders, the Noteconsents, the Deed of Trust clearances and the other Loan Documents approvals and requirements shall have been properly executed secured and delivered to satisfied for the Lender, the Deed consummation of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lendertransactions, including without limitation, flood insurance (those of the Federal Reserve System, the Ohio Division of Financial Institutions, the Michigan Financial Institutions Bureau, and the Federal Deposit Insurance Corporation to the extent required and, in the amount case of Fifth Third's obligation, none of such orders, consents, clearances and approvals and requirements shall be subject to a Burdensome Condition. 3. Any waiting period mandated by law in respect of the Loan final requisite approval by any applicable Regulatory Agency of the transaction contemplated herein shall have expired. 4. No order or injunction of any federal or state agency or court shall be in effect preventing, prohibiting or enjoining the maximum limit transactions contemplated by this Agreement. 5. Fifth Third shall have registered its shares of coverage available Fifth Third Common Stock to be issued to the CNB Bancshares shareholders hereunder with the SEC pursuant to the Securities Act, and with all applicable state securities authorities. The registration statement with respect thereto shall have been declared effective by the SEC and all applicable state securities authorities and no stop order shall have been issued. The shares of Fifth Third Common Stock to be issued to the CNB Bancshares shareholders hereunder shall have been authorized for trading on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to National Market System of the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullNational Association of Securities Dealers upon official notice of issuance. (e) The Lender 6. Fifth Third and CNB Bancshares shall have received and approved an appraisal from Deloitte & Touche LLP, independent auditors for Fifth Third, letters, dated the date of or shortly prior to each of the Property indicating mailing date of the Proxy Statement and the Effective Date, stating its opinion that the ratio Merger shall qualify for pooling-of-interests accounting treatment. B. Additional Conditions to the Obligations of Fifth Third. ------------------------------------------------------- The obligation of Fifth Third to consummate the transactions provided for herein is subject to the fulfillment at or prior to the Effective Time of each of the Loan amount following additional conditions unless waived by Fifth Third in a writing delivered to CNB Bancshares which specifically refers to the “as-is” appraised value condition or conditions being waived: 1. All of the Property does not exceed 75%representations and warranties of CNB Bancshares set forth in Article II of this Agreement shall be true and correct (subject to the standard set forth in Section I.S.) both as of the date of this Agreement and at and as of the Closing Date (as hereinafter defined) as if each such representation and warranty was given on and as of the Closing Date, except for any such representations and warranties made as of a specified date, which shall be true and correct (subject to the standard set forth in Section I.S.) as of such date. (f) The Lender 2. CNB Bancshares shall have performed all of the obligations required of it under the terms of this Agreement in all material respects. 3. Fifth Third shall have received a certificate from CNB Bancshares, executed by its chief executive officer and approved a property condition report chief financial officer, dated the Closing Date, certifying to the best knowledge and belief of such chief executive officer and chief financial officer of each that the Propertyconditions set forth in Section VI.B.1. and VI.B.2. have been satisfied. (g) The Lender 4. Fifth Third shall have received an opinion of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, special counsel to Fifth Third, dated the Closing Date, to the effect that, on the basis of facts, representations and approved assumptions set forth in such opinion (a) the Merger constitutes a copy "reorganization" within the meaning of Section 368 (a) of the Code and (b) that, accordingly, no gain or loss will be recognized by Fifth Third as a result of the Merger. In rendering such opinion, such counsel may require and rely upon representations contained in letters from Fifth Third and CNB Bancshares. 5. No investigation or action by any state or federal agency shall have been threatened in writing or instituted seeking to enjoin or prohibit or unwind the transactions contemplated hereby and no governmental action or proceeding shall have been threatened or instituted before any court or governmental body or authority, seeking to enjoin or prohibit or unwind, the transactions contemplated hereby or seeking to impose material sanctions or penalties as a result thereof (other than investigations, actions and proceedings which have been withdrawn prior to the Closing without Material Adverse Effect on Fifth Third or CNB Bancshares, individually or on a combined basis, and other than regularly scheduled regulatory examinations). C. Additional Conditions to the Obligations of CNB Bancshares. ---------------------------------------------------------- The obligation of CNB Bancshares to consummate the transactions provided for herein is subject to the fulfillment at or prior to the Effective Time of each of the following additional conditions unless waived by CNB Bancshares in a writing delivered to Fifth Third which specifically refers to the condition or conditions being waived: 1. All of the representations and warranties of Fifth Third set forth in Article II of this Agreement shall be true and correct (subject to the standard set forth in Section I.S.) both as of the date of this Agreement and at and as of the Closing Date (as hereinafter defined) as if each such representation and warranty was given on and as of the Closing Date, except for any such representations and warranties made as of a current Survey specified date, which shall be true and correct (subject to the standard set forth in Section I.S.) as of such date. 2. Fifth Third shall have performed all of the Land certified obligations required of it under the terms of this Agreement in all material respects. 3. CNB Bancshares shall have received a certificate from Fifth Third, executed by its chief executive officer and chief financial officer, dated the Closing Date, certifying to each of such officers' best knowledge and belief that the conditions set forth in Section VI.C.1. and VI.C.2. have been satisfied. 4. CNB Bancshares shall have received an opinion of Xxxxx, Rice & Xxxxxxxx, X.X., counsel to CNB Bancshares, dated the Closing Date, to the Lender effect that, on the basis of facts, representations and to assumptions set forth in such opinion (a) the title insurance company and any recorded subdivision plat Merger constitutes a "reorganization" within the meaning of Section 368 (a) of the LandCode and (b) that, (i) no gain or loss will be recognized by CNB Bancshares as a result of the Merger and (ii) no gain or loss will be recognized by stockholders of CNB Bancshares who receive Fifth Third Common Stock in exchange for shares of CNB Bancshares Common Stock, except for cash received in lieu of fractional share interests. In rendering such opinion, such counsel may require and rely upon reasonable assumptions and require and rely upon representations contained in letters from Fifth Third and CNB Bancshares.

Conditions Precedent to Closing. The following shall be conditions precedent obligations of each Party to close the transaction contemplated by this Purchase Agreement are subject to the closing conditions that, on or before the Closing Date: a. Neither Party is prohibited by decree or law from consummating the transaction. b. There is not pending on the Closing Date any legal action or proceeding that prohibits the acquisition or sale of the Loan Purchased Assets or prohibits Purchaser or Seller from closing the transaction or Purchaser from paying the Purchase Price, or that inhibits or restricts in any material manner Purchaser’s use, title, or enjoyment of the Utility System and Purchased Assets. c. Each of the advance other Parties hereto has performed all of Loan proceeds:the undertakings required to be performed by them under the terms of this Purchase Agreement. d. There is not material adverse change in applicable law, or in the condition or value of the Purchased Assets or the Utility System. For purposes of this Purchase Agreement, a “material adverse change” shall mean any event, condition, development or effect that, either individually or in the aggregate, shall have been, or insofar as can reasonably be foreseen will be, materially adverse to the business operations, assets, value or conditions (afinancial or otherwise) This of the Utility System or the Purchased Assets. e. All warranties and representations of the other Party are true in all material respects as of the Closing Date, except to the extent they specifically refer to another date. f. The Board of County Commissioners of Xxxxxx County, Florida, has, pursuant to Section 163.01(7)(g)4., Florida Statutes, authorized Purchaser’s acquisition of the Utility System, has entered into the Utility Acquisition Interlocal Agreement, and under the terms of said Utility Acquisition Interlocal Agreement, has assigned or granted to Seller its rights of acquisition under Sections 4.02 (A) and (B) of the FGUA Interlocal Agreement. The exercise of any such acquisition rights by the Seller may only be exercised consistently with and subject to the terms of the Utility Acquisition Interlocal Agreement, the NoteFGUA Interlocal Agreement, and in accordance with Section 11 c. of this Purchase Agreement. g. Seller shall have obtained all necessary consents or authorizations from third parties for the assignment and assumption of the easements and agreements identified in Exhibit “J” attached hereto and incorporated herein by reference. h. Seller shall have obtained from the Civic Association of Rio Vista, Inc. (“HOA”), the Deed release or waiver of Trust the HOA’s right of first refusal set forth in that certain Special Warranty Deed, dated August 25, 2011, between Civic Association of Rio Vista Utilities, Inc., and the City of Dunnellon, Florida, recorded in Official Records Book 5562, Page 1938, of the Public Records of Xxxxxx County, Florida (the “Deed”); or in the alternative, Seller shall have provided to Purchaser satisfactory evidence that the notice required to be delivered by Seller to HOA pursuant to the terms set forth in the Deed was delivered in accordance with the terms of the Deed, and that the HOA failed to give timely written notice of the exercise of its right of first refusal as required pursuant to the terms set forth in the Deed, or otherwise failed under the terms of the Deed to exercise its right of first refusal. i. Seller shall have executed such contract or contracts for the prosecution of the capital improvement projects to be funded from “Existing Bonds” as identified in Purchaser’s Five-Year CIP, attached hereto as Exhibit “K” and incorporated herein by reference, as are necessary to encumber any unencumbered cash balance remaining in the Seller’s Bond Construction Fund allocable to the Utility System on the Closing Date. Seller covenants and agrees with Purchaser that such Bond Construction Fund cash balance shall not be used by Seller between the Effective Date and the Closing without the prior written consent of Purchaser, for any purpose other Loan Documents than the prosecution of Seller’s capital improvement projects corresponding to Purchaser’s capital improvement projects identified in Purchaser’s Five-Year CIP as being funded from “Existing Bonds”. j. All necessary consents or approvals shall have been properly executed and delivered obtained for the reassignment or transfer from Seller to Purchaser of any cooperative funding agreement or proposed funding commitment from DEP under FDEP Agreement No. LP51030, as administered through the LenderSWFWMD, for the Deed of Trust shall be acknowledged and recorded in Rainbow Springs Infrastructure Development Project (P113), involving the appropriate public office or delivered to a representative interconnection of the title company for recording City of Dunnellon and payment the Juliette Falls wastewater systems and the refurbishment of the Juliette Falls wastewater treatment plant, such that funding provided under such cooperative agreement or proposed funding commitment can be used by Purchaser to complete the projects funded from the “Grant” as identified in Purchaser’s Five-Year CIP attached hereto as Exhibit “K”. k. All necessary consents or approvals shall have been made obtained for all conveyancing the reassignment or transfer from Seller to Purchaser of any grant agreements, or rights to enter into such agreements, associated with awarded Community Development Block Grant Small Cities funding and recording in connection with related Legislative appropriations, such that funding provided under such grant agreements can be used by Purchaser to complete the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, projects funded from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title PolicyCDBG Grant” as identified in Purchaser’s Five-Year CIP attached hereto as Exhibit “K”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The obligation of the Administrative Agent and each Lender to execute and deliver this Agreement and the obligation of each Lender to make the Loan hereunder and the effectiveness of this Agreement is subject to the satisfaction of the following shall be conditions precedent to on or before the closing of the Loan and the advance of Loan proceedsClosing Date: (a) This Agreement, the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender Administrative Agent shall have received a paid policy of title insurance on or before the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount day of the Loan and which may be endorsed or assigned to Closing Date the successors and assigns of the Lender without additional costfollowing, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except each dated such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require day (the “Title Policy”unless otherwise specified). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes, as to which one original of each shall be sufficient) in sufficient copies for each Lender, : (i) A Note duly executed by the Borrower and payable to the order of each Lender that all fees and premiums due on account thereof have been paid in fullhas requested the same. (eii) The Lender shall have received Completed requests for information dated a recent date, including UCC, judgment, tax, litigation and approved an appraisal bankruptcy searches with respect to each applicable Loan Party, and, in the case of UCC searches, listing all effective financing statements filed in the Property indicating jurisdictions specified by the Administrative Agent that the ratio name any such Loan Party as debtor, together with copies of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%such financing statements. (fiii) The Lender shall have received This Agreement, duly executed by the Loan Parties and approved a property condition report of the Propertyother parties thereto. (giv) The Lender shall have received An Appraisal of each Borrowing Base Asset listed on Schedule II which is designated as a Recently Developed Asset or a Recently Redeveloped Asset, (v) As to each Borrowing Base Asset: (A) the most recently prepared land survey of such Borrowing Base Asset, prepared by a duly licensed and approved registered land surveyor, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than (i) Permitted Liens and (ii) encroachments and other defects that do not materially and adversely affect the value or operation of such property or are reasonably acceptable to the Administrative Agent, (B) certified copies of each Management Agreement and Franchise Agreement, Qualified Ground Lease, Material Contracts, and all amendments thereto, entered into with respect to such Borrowing Base Asset, (C) an original of the Existing Qualified Mortgage and the related Existing Qualified Note made in connection with such Borrowing Base Asset, if applicable, together with any other items required pursuant to Section 8.01, (D) a copy of a current Survey an ALTA Owner’s Policy of Title Insurance of the Land certified Borrower or a Subsidiary thereof, as applicable, covering such Borrowing Base Asset showing the identity of the fee titleholder thereto and all matters of record as of the date of such policy, and (E) (1) a “Phase I” environmental assessment of such Borrowing Base Asset, which report (i) has been prepared by an environmental engineering firm reasonably acceptable to the Lender Administrative Agent and (ii) is otherwise in form and substance reasonably acceptable to the Administrative Agent and (2) any other environmental assessments or similar reports relating to such Borrowing Base Asset, including any “Phase II” environmental assessment prepared or recommended by such environmental engineering firm to be prepared for such Borrowing Base Asset. For the avoidance of doubt, the parties hereby acknowledge that the items required to be delivered to the Administrative Agent pursuant to this Section 3.01(a)(v) shall not be required for the Borrowing Base Assets listed on Schedule II not indicated with an asterisk which qualify as Borrowing Base Assets (under and as defined in the loan documentation for the Other Facilities) immediately prior to the Effective Date. (vi) Certified copies of the resolutions of the Board of Directors of the Parent Guarantor on its behalf and on behalf of each Loan Party for which it is the ultimate signatory approving the transactions contemplated by the Loan Documents and each Loan Document to which it or such Loan Party is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Loan Documents and each Loan Document to which it or such Loan Party is or is to be a party. (vii) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the title insurance company and any recorded subdivision plat extent such certification is generally available for entities of the Landtype of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office, (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (viii) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Loan Party, that such Loan Party is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. (ix) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary (or those of its general partner or managing member, if applicable), dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party and its general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(vi), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party and its general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(v) were adopted and on the Closing Date, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party and its general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party and its general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date and (E) the absence of any event occurring and continuing, or resulting from the Initial Borrowing, that constitutes a Default. (x) A certificate of the Secretary or an Assistant Secretary of each Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) certifying the names and true signatures of the officers of such Loan Party, and of the general partner or managing member of such Loan Party, as applicable, authorized to sign each Loan Document to which such Loan Party is or is to be a party and the other documents to be delivered hereunder and thereunder. (xi) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lenders shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, historical operating statements (if any), audited annual financial statements for the year ending December 31, 2018, interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lenders’ due diligence review reveals material changes since such financial statements, as of a later date within 45 days of the Closing Date) and financial projections for the Parent Guarantor’s consolidated operations. (xii) Evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect. (xiii) An opinion of Hunton & Xxxxxxxx LLP, special counsel for the Loan Parties, with respect to such matters (and in substantially the form) as any Lender through the Administrative Agent may reasonably request. (xiv) An opinion of counsel for the Loan Parties reasonably satisfactory to the Administrative Agent covering certain corporate formalities and other matters that the Administrative Agent on behalf of the Lenders may reasonably request. (xv) An opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (xvi) A Notice of Borrowing related to the Initial Borrowing, dated and delivered to the Administrative Agent at least three (3) Business Days prior to the Closing Date. (xvii) A certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, stating that after giving effect to the Initial Borrowing, the Parent Guarantor shall be in compliance with the covenants contained in Section 5.04, together with supporting information in form satisfactory to the Administrative Agent showing the computations used in determining compliance with such covenants if requested by the Administrative Agent. (xviii) (A) The documentation and other information reasonably requested by any Lender at least ten Business Days prior to the Closing Date in connection with applicable "know your customer" and Anti-Corruption Laws, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, in each case in form and substance reasonably satisfactory to such Lender and (B) if the Borrower qualifies as a "legal entity customer" within the meaning of the Beneficial Owner Regulation, a Beneficial Ownership Certification for the Borrower; in each case delivered at least five Business Days prior to the Closing Date. (b) The Lenders shall be satisfied with the corporate and legal structure and capitalization of each Loan Party and each of its Subsidiaries that directly or indirectly owns a Borrowing Base Asset, including the terms and conditions of the charter and bylaws, operating agreement, partnership agreement or other governing document of each of them. (c) The Lenders shall be satisfied that all Existing Debt, other than Surviving Debt, has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and that all Surviving Debt shall be on terms and conditions satisfactory to the Lenders. (d) Before and after giving effect to the transactions contemplated by the Loan Documents, there shall have occurred no Material Adverse Change since December 31, 2018.

Conditions Precedent to Closing. The following Commitments of the Lenders shall be not become effective unless and until (i) the conditions precedent to the closing set forth in Section 3.01 of the Loan three-year $272,500,000 Credit Agreement, dated as of the date hereof, among the Company, the lenders named therein and Citibank, as administrative agent, shall have been satisfied, (ii) the advance of Loan proceedsExisting Facilities shall have been terminated and all amounts outstanding thereunder shall have been paid in full and (iii) the Administrative Agent shall have received the following: (a) This AgreementPromissory notes, the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered if requested by any Lender pursuant to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawSection 2.06. (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount Certified copies of the Loan and which may be endorsed or assigned to the successors and assigns resolutions of the Lender without additional cost, insuring the lien Board of Directors of the Deed of Trust to be a valid first lien on the PropertyCompany approving this Agreement, free and clear of all defectsdocuments evidencing other necessary corporate action and governmental approvals, exceptions including the NCUC Order and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”)SCPSC Order, with respect to this Agreement. (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search A certificate of the applicable public records discloses no conditional sales contractsSecretary or an Assistant Secretary of the Company, chattel mortgagesdated as of the date hereof, leases certifying the names and true signatures of personalty, financing statements or title retention agreements filed or recorded against the Property except such as officers of the Lender shall have approvedCompany authorized to sign this Agreement and the other documents to be delivered hereunder. (d) The Lender shall have received all policies A certificate of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount Responsible Officer of the Loan Company, dated as of the date hereof, certifying (i) the accuracy of the representations and warranties contained herein and (ii) that no event has occurred and is continuing which constitutes an Event of Default or which would constitute an Event of Default but for the maximum limit of coverage available on the Propertyrequirement that notice be given or time elapse, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullboth. (e) The Lender shall have received Certified copies of all required governmental approvals and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%authorizations. (f) The Lender shall have received and approved a property condition report Certified copy of the Propertyrestated charter and bylaws of the Company. (g) The Favorable opinions of counsel for the Company, substantially in the forms of Exhibit C-1 and Exhibit C-2 hereto and as to such other matters as any Lender shall have received and approved a copy through the Administrative Agent may reasonably request. (h) A favorable opinion of a current Survey King & Spalding, counsel for the Administrative Agent, substantially in the form of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the LandExhibit D hereto.

Conditions Precedent to Closing. The following shall be conditions precedent obligation of each Lender to make the closing initial Revolving Advance and the Term Loan A on the Initial Funding Date is subject to satisfaction of the Loan and the advance of Loan proceedsfollowing conditions precedent: (a1) This Agreement, that the Note, Agent has received (A) payment of the Deed fees due and payable to the Agent under the Agent Fee Letter and (B) payment of Trust closing costs and expenses including attorneys’ fees; (2) that the Agent has received evidence satisfactory to the Agent (A) that no material litigation has been initiated or is ongoing involving any Loan Party or any of its Subsidiaries or shareholders whether relating to this Agreement or the transactions contemplated hereby or otherwise and (B) that no judgment order injunction or other similar restraint prohibiting any of the transactions contemplated hereby has been issued or is in effect; (3) that the Agent has received evidence satisfactory to the Agent that the Parent each Borrower and each of their Subsidiaries is in compliance with all applicable laws and regulations and has obtained all licenses consents and approvals necessary to operate its respective business and shall have obtained all material and appropriate approvals pertaining to all applicable governmental ERISA retiree health benefits workers’ compensation and other requirements regulations and laws including without limitation Environmental Laws; (4) that the Agent has received executed originals of this Agreement and the other Loan Documents shall have been properly executed and delivered to originals or copies (as specified by the Lender, Agent) of all of the Deed other documents listed on the Closing Document Checklist attached hereto as Exhibit VI; (5) [Reserved]; (6) that the Agent has received file-stamped copies of Trust shall UCC financing statements filed in each jurisdiction as may be acknowledged and recorded necessary or appropriate or in the appropriate public office or delivered to a representative opinion of the title company for recording and payment shall have been made for all conveyancing and recording in connection with Agent desirable to perfect the settlement of the Loan, and for any transfer Liens created or documentary stamp taxes due under any federal, state or municipal law.purported to be created by this Agreement; (b7) The Lender that the Agent shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company evidence satisfactory to it that Parent shall have completed (or concurrently with the Lender in initial credit extension hereunder will complete) the amount Trillium Acquisition pursuant to the terms and conditions of the Loan Trillium Acquisition Agreement which agreement and which may be endorsed all schedules ancillary agreements and documents related thereto or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require executed in connection therewith (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, limitation a transitional services agreement for billing and collection services) shall be in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid Agent in full.its reasonable discretion; (e) The Lender shall have 8) that the Agent has received and approved an appraisal of evidence satisfactory to the Property indicating Agent that the ratio of the Loan amount Senior Funded Debt to the “as-is” appraised value EBITDA as of April 30 2012 (calculated on a trailing twelve month basis) of the Property Parent and its Subsidiaries on a consolidated basis does not exceed 75%.1.75 to 1.0; (f9) The Lender shall have that the Agent has received and approved evidence satisfactory to the Agent that the EBITDAR (less the EBITDA Addbacks) as of April 30 2012 (calculated on a property condition report trailing twelve month basis) of the Property.Parent and its Subsidiaries on a consolidated basis shall not be less than $3 500 000; (g10) The Lender shall have that the Agent has received evidence satisfactory to the Agent that (a) the Net Availability (as set forth in a Borrowing Base Report or as otherwise determined by the Agent) is no less than $2 000 000 on the Borrowing Base on the Closing Date and approved a copy (b) the aggregate amount of a current Survey cash on \39109424 hand in operating deposit accounts of the Land certified Loan Parties plus the positive difference if any between (i) the Adjusted Borrowing Limit and (ii) the sum of the then Outstanding Balance of the Revolving Loan shall not be less than $2 500 000; and (11) that the Agent has received on-line and real-time access to the Lender and to the title insurance company and any recorded subdivision plat operating deposit accounts of the LandLoan Parties and the Trillium Seller Account.

Conditions Precedent to Closing. The following 5.1 Unless waived by Party A in writing, all the obligations of Party A under this Agreement shall be conditions precedent to conditioned upon the closing fulfillment of the Loan and the advance of Loan proceedsfollowing conditions by Party A: (a1) This Agreement, the Note, the Deed of Trust Agreement and the other Loan Documents its appendixes (if any) shall have been properly formally executed by the parties. (2) The representations and delivered to the Lender, the Deed warranties in section 6 of Trust this Agreement shall be acknowledged accurate, true and recorded complete in all material respects. (3) The financial, tax, business and legal due diligences on the appropriate public office or delivered to a representative of the title company for recording and payment Target Company conducted by Party A shall have been made for all conveyancing completed and recording in connection with the settlement results of such due diligence are accepted and confirmed by Party A. (4) The accounting firm designated by Party A shall have completed the review of the Loan, Target Company’s financial statements of fiscal year 2010 and for any transfer or documentary stamp taxes due under any federal, state or municipal lawthe first three quarters of fiscal year 2011 to the satisfaction of Party A. (5) This Agreement and all the transactions contemplated herein shall have been approved and authorized by the shareholders and/or the board of directors of Party A (if applicable). (b6) The Lender shareholders of the Target Company shall have signed relevant regulations and officially authorized the execution of this Agreement and the performance of transactions contemplated herein; the Existing Shareholders have waived their rights of first refusal in writing. (7) The board of directors of Target Company and its subsidiaries shall have been elected three (3) members consisting two (2) members appointed by Party A and one (1) member appointed by Party B, and the chairman of the board shall be one of the members appointed by Party A. (8) The Target Company shall have adopted new articles of association (specifying Party A holds 51% equity of the Company and other relevant information as required by Party A) and registered the equity transfer, modifications of articles of association and update of board of directors with administrative bureau for industry and commerce, and has obtained a new business license and provided the same to Party A. (9) The remaining 49% of the equity interest of the Target Company of Party B shall have been pledged to Party A. The registration of the aforementioned pledge with administration bureau for industry and commerce administration shall have been completed and the notice of registration of pledge shall have been provided to Party A. (10) There shall have no any known or rationally expected event or situation which has material adverse effect on the transactions under this Agreement as of the Closing Date. No event or change that has material adverse effect on the assets, business, finance situation and staff of the Target Company has occurred. (11) The actions of the Transferors that shall have been taken or are to be taken to complete the transactions contemplated under this Agreement, and all the certificates, papers and other documents needed for completion of the same, are to the satisfaction of Party A. (12) Party A shall have received a paid policy of title insurance on PRC legal option regarding the current ALTA Form or a valid Target Company, Target Equity and enforceable commitment to issue the same, transactions under this Agreement from a company satisfactory to the Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the LenderPRC lawyer, to the effect that a search satisfaction of Party A. (13) All employees of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender Target Company and its subsidiaries shall have approved. (d) The Lender shall have received all policies of insurance required by signed written labor contracts with the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (Company in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to Party A; the Lenderkey employees listed in Appendix I hereto shall have signed labor contracts (the term of which is no less than 2 years) and confidentiality and non-competition agreements with the Target Company, that all fees which contracts and premiums due on account thereof agreements shall have been paid in full.approved or confirmed by Party A. (e14) The Lender Existing Shareholders’ execution of this Agreement and performance the obligations thereof shall have received been approved by relevant governmental authorities and approved an appraisal third parties (if necessary), and as of the Property indicating that Closing Date, (a) there have not been any pending or potential actions or proceedings taken by PRC governmental authorities to limit or forbid the ratio completion of the Loan amount to transactions under this Agreement, (ii) there have not been any laws and regulations promulgated by any competent PRC governmental authorities which may cause the “as-is” appraised value completion of the Property does not exceed 75%this Agreement illegal. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. 10.1. The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 10.1.1. All of the representations and warranties of Seller set forth in this Agreement shall be conditions precedent to the closing true and correct in all material respects as of the Loan Effective Date and the advance of Loan proceeds: (a) This Agreement, the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative as of the title company for recording and payment shall have been made for all conveyancing and recording in connection Closing Date, with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender shall have received a paid policy of title insurance such changes as are shown on the current ALTA Form Inspection Period Certificate. Seller shall not have on or a valid and enforceable commitment prior to issue the sameClosing, from a company satisfactory failed to the Lender meet, comply with or perform in the amount of the Loan and which may be endorsed any material respect any conditions or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien agreements on the Property, free and clear of all defects, exceptions and encumbrances except such Seller’s part as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by of this Agreement. Notwithstanding the other Loan Documents to be in effect from a company foregoing or companies and in form and amount satisfactory anything herein to the Lendercontrary, including without limitationif (i) Seller has failed to meet, flood insurance comply with or perform in any material respect any conditions or agreements as aforesaid, or (ii) there has been a Material Adverse Change between the Inspection Period and the Closing Date in the amount any of the Loan or following: (a) the maximum limit representations and warranties of coverage available on Seller, (b) the rent roll for the Property, whichever is less or evidence that flood insurance is (c) the accounts receivable schedule, then Seller shall have, under either (i) or (ii), the right in Seller’s sole and absolute discretion (but not available or otherwise required with respect the obligation) to cure same within twenty (20) days thereafter, and the Closing Date shall be extended as reasonably necessary in connection therewith. However, notwithstanding anything herein to the Property)contrary, together with written evidenceif applicable, in form and substance satisfactory no event shall the date of Closing be extended for any period of time which would cause the Lender to withdraw its consent to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal sale of the Property indicating that or fail to close the ratio Assumption. As used herein, a “Material Adverse Change” is a change in the facts or circumstances underlying a Seller representation or warranty, the rent roll, or the accounts receivable schedule, which arises from changes at the Property (as distinguished from changes in economic conditions in general or from casualty damage, the effect of which is otherwise addressed in this Agreement), and which causes the Loan amount to the “as-is” appraised fair market value of the Property does Property, as mutually agreed by the parties (and if the parties cannot exceed 75%agree, as determined by a mutually acceptable third party appraiser), to decrease by at least Five Hundred Thousand and No/100 Dollars ($500,000.00). (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following shall be conditions precedent respective obligations of each party under this Agreement with respect to the closing Merger are subject to the satisfaction of each of the Loan and following conditions, unless waived by each of the advance parties that is the beneficiary of Loan proceedsthe satisfaction of such condition, at or before the Closing: (a) This Agreement, holders of a majority of the Note, the Deed outstanding shares of Trust Company Common Stock shall have approved this Agreement and the other Loan Documents shall have been properly executed Merger in accordance with the DGCL and delivered to the Lender, the Deed certificate of Trust shall be acknowledged incorporation and recorded in the appropriate public office or delivered to a representative bylaws of the title company for recording and payment shall have been made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal law.Company; (b) The Lender the Registration Statement shall have received a paid policy of title insurance on become effective in accordance with the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount provisions of the Loan Securities Act and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except no stop order suspending such as the Lender and its counsel effectiveness shall have approved been issued and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”).remain in effect; (c) The Lender the shares of Qwest Common Stock issuable in the Merger shall have received advicebeen approved for inclusion in NASDAQ/NM, in form and substance and from a source satisfactory if necessary, subject only to the Lender, to the effect that a search official notice of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved.issuance; (d) The Lender each of the Company, its Subsidiaries, Qwest and Qwest Subsidiary shall have received obtained from each Governmental Body or other person each Approval or taken all policies of insurance actions required by the terms hereof and by the other Loan Documents to be taken in effect from connection with each Approval, and all waiting, review or appeal periods under the Hart-Xxxxx-Xxxxxx Xxx or otherwise prescribed with respect to each Approval shall have terminated or expired, as the case may be, in each case with respect to an Approval that is required or advisable MERGER AGREEMENT 9 15 on the part of such person for (1) the due execution and delivery by such person of each Transaction Document to which it is or may become a company or companies and in form and amount satisfactory to party, (2) the Lender, including without limitation, flood insurance (in the amount conclusion of the Loan or Transactions, (3) the maximum limit performance by such person of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required its obligations with respect to the PropertyTransactions under each Transaction Document to which it is or may become a party and (4) the exercise by such person of its rights and remedies with respect to the Transactions under each Transaction Document to which it is or may become a party or with respect to which it is or may become an express beneficiary, except in each case referred to in the preceding clauses (1), together with written evidence(2), (3) and (4) where the failure to obtain such Approval, individually or in form and substance satisfactory the aggregate, could not reasonably be expected to the Lender, that all fees and premiums due have a Material Adverse Effect on account thereof have been paid in full.such person; (e) The Lender shall have received and approved an appraisal except as disclosed in Section 4.9 of the Property indicating that Company's Disclosure Schedule or Section 5.7 of Qwest and Qwest Subsidiary's Disclosure Schedule, no Action shall be pending against the ratio Company, its Subsidiaries, Qwest and Qwest Subsidiary or, to their knowledge, threatened against any of them or any other person that, individually or in the aggregate, if determined adversely to any of them, could reasonably be expected to have a Material Adverse Effect on any of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%.Company, its Subsidiaries, Qwest and Qwest Subsidiary; (f) The Lender shall have received and approved a property condition report except as disclosed in Section 4.3 of the Property.Company's Disclosure Schedule or Section 5.3 of Qwest and Qwest Subsidiary's Disclosure Schedule, none of the Company, its Subsidiaries, Qwest and Qwest Subsidiary (1) is in violation or breach of or default with respect to (A) any Regulation of any Governmental Body or any decision, ruling, order or award of any arbitrator applicable to it or its business, properties or operations or (B) any agreement, indenture or other instrument to which it is a party or by which it or its properties may be bound or affected, (2) would be in violation or breach of or default with respect to any Regulation of any Governmental Body or any decision, ruling, order or award of any arbitrator applicable to it or its business, properties or operations in connection with or as a result of the conclusion of any of the Transactions or (3) has received notice that, in connection with or as a result of the conclusion of any of the Transactions, it is or would be in violation or breach of or default with respect to any Regulation of any Governmental Body or any decision, ruling, order or award of any arbitrator applicable to it or its business, properties or operations, except in each case referred to in the preceding clauses (1), (2) (3), and (4) for violations, breaches or defaults that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on such person; (g) The Lender except as disclosed in Section 4.6 of the Company's Disclosure Schedule, since December 31, 1996, no circumstance has existed and no event has occurred that has had, will have or could reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries; (h) each Transaction Document required to be executed and delivered prior to the Effective Time shall have received been so executed and approved delivered by the respective parties thereto; (i) the representations and warranties of each other party contained in each Transaction Document to which such other party is a copy of a current Survey party shall be true and correct in all material respects on and as of the Land certified to Closing Date, with the Lender same force and to the title insurance company effect as though made on and any recorded subdivision plat as of the Land.Closing Date;

Conditions Precedent to Closing. The (a) Buyer’s obligation to purchase the Premises is contingent upon each of the following shall be conditions precedent to the closing of the Loan and the advance of Loan proceedsbeing satisfied or waived in writing by Buyer: (ai) This AgreementTitle to the Premises shall be free and clear of all encumbrances or defects other than Permitted Encumbrances; (ii) Buyer’s ability to obtain an owner’s title insurance policy in the full amount of the Purchase Price from a title insurance company (the “Title Company”) of Buyer’s choice, at standard rates, insuring Buyer’s title and interest in the Note, the Deed of Trust Real Property and the other Loan Documents Building, free and clear of all liens, encumbrances and exceptions except the Permitted Encumbrances; (iii) All of Seller’s representations and warranties are true and correct in all material respects as if made on and as of the Closing Date; (iv) Seller has performed all of its covenants, agreements and obligations under this Agreement; (v) Seller shall have delivered all documentation it is required to deliver pursuant to the provisions of Section 10(a), below; and (vi) There shall have been properly executed and delivered no fire or casualty affecting the Premises which would enable Buyer to cancel this Agreement in accordance with the Lenderterms hereof. If Seller is unable to satisfy all of the foregoing conditions precedent, Buyer may waive one or more conditions precedent or terminate this Agreement, in either event by written notice to Seller within ten (10) business days of the Deed of Trust discovery Seller’s inability to satisfy the subject condition. If Buyer elects to terminate this Agreement pursuant to this Paragraph 6, Buyer shall be acknowledged and recorded in the appropriate public office or delivered entitled to a representative return of the title company for recording Deposit by Escrow Agent whereupon all rights and payment shall have been made for all conveyancing and recording in connection with the settlement liabilities of the Loanparties hereto by reason of this Agreement (except those obligations and liabilities specifically set forth herein to survive termination) shall be deemed at an end, and except that nothing herein contained shall relieve Seller from liability hereunder for breaches of any transfer or documentary stamp taxes due under any federal, state or municipal lawconditions which also constitute covenants. (b) The Lender obligation of Seller to sell the Premises and close the transactions contemplated by this Agreement shall be subject to timely satisfaction or waiver of the following conditions precedent: (i) Each representation and warranty of Buyer contained herein shall be true and correct in all material respects as if made on and as of the Closing Date. (ii) Buyer shall have received a paid policy of title insurance on timely delivered to Escrow Agent the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount balance of the Loan Purchase Price, subject to adjustments and which may be endorsed or assigned prorations pursuant to the successors Section 5 above and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”closing deliveries required under Section 10(b). (ciii) The Lender Buyer shall have received advice, not then be in form default of any covenant or agreement to be performed by Buyer under this Agreement. Seller may waive any of the conditions set forth in this Section 6(b) and substance and from a source satisfactory proceed to the LenderClosing. If the conditions set forth in this Section 6(b) are not satisfied by Buyer, to or waived by Seller, then this Agreement shall terminate, the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property)Deposit, together with written evidenceall interest accrued thereon shall be paid to Seller, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender parties shall have received and approved an appraisal no further obligations to each other except for such provisions that specifically survive the termination of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%this Agreement. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The Closing on this Agreement is conditional upon the following: a. The City’s final approvals of the following shall be conditions precedent governmental actions: (i) an ordinance declaring the Property surplus and authorizing its sale to Xxxx Xxxxxx; (ii) an ordinance changing the zone of the Property from P and I-1 to H-3; (iii) an ordinance vacating the remaining portion of the north/south alley located within the Property and north of Center Street; (iv) the designation of a portion of the Property containing the Carnegie Library as a local historical landmark; and (v) the approval of Xxxx Xxxxxx’x proposed exterior design and improvements and modifications to the closing historic Carnegie Library; b. The City, at its expense, securing and recording of record written easement releases of all utilities and alleys located within the Property and the dedication (or written grant of easements) and recording of easements for all the existing Lincoln Electric System and related communication lines running east-west over the Property north of the Loan existing parking lot and related improvements, with terms and conditions acceptable to Xxxx Xxxxxx; c. Execution and recording of a Redevelopment Agreement between the advance of Loan proceeds: (a) This Agreement, City and Xxxx Xxxxxx providing for the Note, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and recorded in the appropriate public office or delivered to a representative redevelopment of the title company for recording Property, with terms and payment shall have been made for all conveyancing and recording in connection with the settlement conditions acceptable to Xxxx Xxxxxx (“Redevelopment Agreement”); d. Xxxx Xxxxxx’x receipt of the Loana no-interest loan from St. Xxxxxxx XxXxxx Warehouse & Stores, and for any transfer or documentary stamp taxes due under any federal, state or municipal law. (b) The Lender shall have received a paid policy of title insurance on the current ALTA Form or a valid and enforceable commitment to issue the same, from a company satisfactory to the Lender Inc. in the amount of Eight Hundred Fifty Thousand and No/100ths Dollars ($850,000.00), with terms and conditions acceptable to Xxxx Xxxxxx; e. Approval and filing of a final plat by the Loan and City which may be endorsed plats the Property into a single lot of record, but does not impose any additional infrastructure requirements or assigned to conditions upon the successors and assigns owner of the Lender without additional cost, insuring Property; f. The City will cause LES to remove the lien of existing overhead electrical line and poles located in the Deed of Trust to be a valid first lien vacated north/south alley on the Property; g. The City will cause Xxxxxxx-Xxxxxxxxx County Emergency Management (Civil Defense) to remove the emergency siren located north of Center Street; h. The City, free at its cost: (i) rerouting the electrical service line to serve the Carnegie Library building on the Property to facilitate LES’ relocation of the overhead lines, (ii) extending the water main to serve the Property, if necessary, and clear (iii) relocating any water, sewer or other utility lines serving the Carnegie Library building necessary to prepare the Property for redevelopment; and i. City, Xxxx Xxxxxx and NeighborWorks® Lincoln executing a written, with terms and conditions acceptable to Xxxx Xxxxxx, regarding NeighborWorks® Lincoln’s leasehold interest and the right of all defects, exceptions and encumbrances except such as Xxxx Xxxxxx to enter the Lender and Property after Closing to construct its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require improvements on the Property (the “Title PolicyNeighborWorks Lease”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (e) The Lender shall have received and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. The following shall be conditions precedent All obligations of Vubotics and QuantumReader and the QuantumReader Stockholders under this Agreement are subject to the closing fulfillment, prior to or at the Closing, of all conditions elsewhere herein set forth and of each of the Loan and the advance of Loan proceedsfollowing conditions: (a) This AgreementQuantumReader’s, the Note, the Deed of Trust QuantumReader Stockholders’ and the other Loan Documents shall have been properly executed Vubotics’s representations and delivered to the Lender, the Deed of Trust warranties contained in this Agreement shall be acknowledged true at the time of Closing as though such representations and recorded in the appropriate public office or delivered to a representative of the title company for recording and payment shall have been warranties were made for all conveyancing and recording in connection with the settlement of the Loan, and for any transfer or documentary stamp taxes due under any federal, state or municipal lawat such time. (b) The Lender QuantumReader, the QuantumReader Stockholders and Vubotics shall have received a paid policy of title insurance on the current ALTA Form or a valid performed and enforceable commitment to issue the same, from a company satisfactory to the Lender in the amount of the Loan complied with all agreements and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust conditions required by this Agreement to be performed or complied with by each prior to or at the Closing, (c) Each QuantumReader Stockholder will be required, at Closing, to sign an agreement confirming that all the Issuable Common Shares received will be acquired for investment and not with a valid first lien on view to or for sale in connection with any distribution thereof. Each transferring QuantumReader Stockholder will be required to transfer to Vubotics at the PropertyClosing his/her respective QuantumReader Shares, free and clear of all defectsliens, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (c) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personaltypledges, financing statements encumbrances or title retention agreements filed changes, whether disclosed or recorded against the Property except such as the Lender shall have approvedundisclosed. (d) The Lender shall Xxxxx X. Xxxxxx will have received all policies executed and delivered to Vubotics an “Agreement to Perform Programming Services And Acknowledgement of insurance required by the terms hereof and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (Intellectual Property Rights” in the amount form of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in fullAttachment I attached hereto. (e) The Lender shall Xxxxx X. Xxxxxx will have received executed and approved an appraisal delivered to Vubotics a “General Assignment of Intellectual Property” in the Property indicating that the ratio form of the Loan amount to the “as-is” appraised value of the Property does not exceed 75%Attachment II attached hereto. (f) The Lender shall Xxx Xxxxxxx will have received executed and approved delivered to Vubotics a property condition report “General Assignment of Intellectual Property in the Propertyform of Attachment III attached hereto. (g) The Lender shall Xxxxxx X. van Greuninger will have received executed and approved delivered to Vubotics a copy “General Assignment of a current Survey Intellectual Property in the form of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.Attachment Ill attached hereto