Common use of Conditions Precedent to Purchaser’s Obligations Clause in Contracts

Conditions Precedent to Purchaser’s Obligations. Seller acknowledges that as a condition precedent to Purchaser’s obligations hereunder, the following shall occur on or before the Closing Date (or any earlier date indicated below), any of which conditions may be waived by Purchaser in its sole discretion: (a) During the Inspection Period, Purchaser shall have received a current Phase I environmental assessment satisfactory to Purchaser prepared by a competent licensed environmental engineer satisfactory to Purchaser that does not recommend a Phase II environmental assessment and reflecting that there are no hazardous wastes, hazardous materials or fuel (or other storage) tanks located above, on or below the surface of the Property, and that the Property is in compliance with all applicable environmental laws, ordinances, rules and regulations. Notwithstanding the foregoing, Purchaser’s continuation of this Agreement following the expiration of the Inspection Period shall be deemed a waiver of any failure to obtain a Phase I environmental assessment as described in this Section. (b) No later than five (5) days prior to the Closing Date, Seller shall have delivered to Purchaser (i) a Qualifying Tenant Estoppel (defined below) executed by Tenant, and (ii) any subordination, non-disturbance and attornment agreements (“SNDA”) reasonably required by Purchaser’s lender from the Tenant. Seller agrees to use reasonable efforts to obtain the required tenant estoppel and SNDA. For purposes hereof, a “Qualifying Tenant Estoppel” is a tenant estoppel substantially in the form of Exhibit D (or in any other form reasonably required by or acceptable to Purchaser’s lender) that does not include any information that is materially inconsistent with Seller’s representations and warranties in this Agreement. (c) The Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s Policy of Title Insurance (the “Title Policy”), as evidenced by a “marked up” title commitment, insuring Purchaser as owner of fee simple title to the Property, subject only to Permitted Exceptions (defined below), in the amount of the Purchase Price, and containing such endorsements as Purchaser shall have requested. (d) Subject to Sections 14 and 15 below, there shall have been no material adverse change in the condition of any of the Property (including without limitation any Improvements) after expiration of the Inspection Period and prior to the Closing Date. (e) Each and every representation and warranty of Seller set forth in Section 11 shall be true and correct in all material respects, and Seller shall not be in default under any of its other obligations under this Agreement, as of Closing.

Conditions Precedent to Purchaser’s Obligations. Seller acknowledges that as a condition precedent to Purchaser’s obligations hereunder, obligation to purchase and accept the Aircraft from Seller on the Delivery Date shall be subject to the following shall occur on or before the Closing Date (or any earlier date indicated below), any of which conditions may be waived by Purchaser in its sole discretionprecedent: (a) During completion of an inspection of the Inspection PeriodAircraft by Purchaser and an inspection conducted by team designated by Purchaser; and a finding in Purchaser’s sole and reasonable discretion, Purchaser shall have received a current Phase I environmental assessment satisfactory to Purchaser prepared by a competent licensed environmental engineer satisfactory to Purchaser that does not recommend a Phase II environmental assessment and reflecting that there are no hazardous wastes, hazardous materials or fuel the Aircraft is in acceptable condition (or other storageas set forth in Clause 3.1 hereof) tanks located abovein the Delivery Location, on or below before December 15, 2011. Should the surface Purchaser not accept in writing the condition of the PropertyAircraft by such date, the Deposit paid to the Seller for the Aircraft pursuant to Purchase Price Payment hereof (to the extent not applied to the Lease) shall immediately be repaid to Purchaser within five (5) Business Days and that the Property is in compliance with all applicable environmental laws, ordinances, rules and regulations. Notwithstanding obligations of the foregoing, Purchaser’s continuation of Purchaser under this Agreement following the expiration of the Inspection Period shall be deemed a waiver of any failure to obtain a Phase I environmental assessment as described in this Section.terminate; (b) No later than completion of the purchase of the Aircraft hereunder shall be subject to the Purchaser agreeing in writing to a final Aircraft description including: the Aircraft Specification (Schedule 1) on or before the Delivery Date. This condition shall be deemed satisfied if Purchaser agrees to and signs the Technical Acceptance Letter attached hereto as Exhibit 3. Should the Purchaser and Seller not agree in writing to the Aircraft description by the Delivery Date, the Deposit paid to Seller for the Aircraft pursuant to Purchase Price Payment hereof (to the extent not applied to the Lease), shall immediately be repaid to Purchaser within five (5) days prior to Business Days and the Closing Date, Seller obligations of the Purchaser under this Agreement shall have delivered to Purchaser (i) a Qualifying Tenant Estoppel (defined below) executed by Tenant, and (ii) any subordination, non-disturbance and attornment agreements (“SNDA”) reasonably required by Purchaser’s lender from the Tenant. Seller agrees to use reasonable efforts to obtain the required tenant estoppel and SNDA. For purposes hereof, a “Qualifying Tenant Estoppel” is a tenant estoppel substantially in the form of Exhibit D (or in any other form reasonably required by or acceptable to Purchaser’s lender) that does not include any information that is materially inconsistent with Seller’s representations and warranties in this Agreement.terminate; (c) The Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s Policy of Title Insurance (the “Title Policy”), as evidenced by a “marked up” title commitment, insuring Purchaser as owner of fee simple title to the Property, subject only to Permitted Exceptions (defined below), in the amount of the Purchase Price, and containing such endorsements as Purchaser shall have requested. (d) Subject to Sections 14 and 15 below, there shall have been no material adverse change in the condition of any of the Property (including without limitation any Improvements) after expiration of the Inspection Period and prior to the Closing Date. (e) Each and every representation and warranty of Seller set forth in Section 11 shall be true and correct in all material respects, and Seller shall not be in breach or default under of any of its other the Seller’s obligations arising under this AgreementAgreement or the Lease; (d) all of the Seller’s representations set forth herein shall be true and accurate; (e) the Seller shall pay all amounts required to release any Liens upon the Aircraft, especially the lien in favor of Xxxxx Fargo Bank N.A. pursuant to the aircraft security agreement between Seller and Xxxxx Fargo Bank N.A. dated June 24, 2010. The Release shall be duly executed by Xxxxx Fargo Bank, or any other entity, and demonstrated to Purchaser; and (f) the Seller shall deliver to the Purchaser: (i) A Commercial Invoice substantially in the form attached hereto as Exhibit 2; (ii) A copy of electronic confirmation from the International Registry that the Seller is a registered Transaction User Entity under the Cape Town Treaty; (iii) A copy of the written Release of Lien Holders, especially Xxxxx Fargo Bank releases, and companion forms of releases filed before the competent authorities, whereby the Aircraft will not be subject to any Lien(s), as may be reasonably required by applicable government registries including, but not limited to the FAA and International Registry; (iv) A copy of the fully executed Warranty Xxxx of Sale executed by the Seller transferring title to the Aircraft in the form attached hereto as Schedule 1; (v) A copy of the fully executed Xxxx of Sale for the Aircraft in a form acceptable to record the transfer of title in and to the Aircraft, as may be reasonably required with applicable government aircrafts registries including the FAA and the International Registry; (vi) A certificate executed by an officer of the Seller certifying for and on behalf of the Seller that the representations and warranties of the Seller in this Agreement are true and correct on the Delivery Date, and that the Seller has performed and complied with all of its obligations, covenants and agreements in this Agreement to be performed or complied with by it; and (vii) Such other certificates, documents and instruments, duly executed, which in the opinion of the Purchaser, acting reasonably, are necessary or desirable to effect and evidence the sale, conveyance, transfer and delivery to Purchaser of the Seller’s right, title and interest in and to the Assets free and clear of all Liens. The conditions set out in this Section 5.2 are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in writing prior to Closing. Each of the parties will use commercially reasonable efforts to cause the conditions to the parties’ obligations to consummate the transactions contemplated hereby to be satisfied.

Conditions Precedent to Purchaser’s Obligations. Seller acknowledges that as a condition precedent The obligation of Purchaser to Purchaser’s obligations hereunder, perform in accordance with this Agreement and to consummate the transactions herein contemplated is subject to the satisfaction of the following shall occur on conditions at or before the Closing Date (or any earlier date indicated below), any of which conditions may be waived by Purchaser in its sole discretionClosing: (a) During the Inspection Period, Purchaser The Seller shall have received a current Phase I environmental assessment satisfactory to Purchaser prepared by a competent licensed environmental engineer satisfactory to Purchaser that does not recommend a Phase II environmental assessment complied with and reflecting that there are no hazardous wastes, hazardous materials or fuel (or other storage) tanks located above, on or below the surface performed all of the Propertyrepresentations, warranties, agreements and that covenants hereunder required to be performed by it prior to or at the Property is in compliance with all applicable environmental laws, ordinances, rules and regulations. Notwithstanding the foregoing, Purchaser’s continuation of this Agreement following the expiration of the Inspection Period shall be deemed a waiver of any failure to obtain a Phase I environmental assessment as described in this Section.Closing; (b) No later than five There shall be no pending or threatened legal action which, if successful, would prohibit consummation or require substantial rescission of the transactions contemplated by this Agreement; (5c) days prior to the Closing Date, Seller shall have delivered to Purchaser, at or before the Closing, the following documents, all of which shall be in form and substance reasonably acceptable to the Purchaser and its counsel: (i) a Qualifying Tenant Estoppel (defined below) executed The instrument of transfer required by Tenant, and Section 1.4; (ii) any subordinationReleases (or copies thereof) of all liens, non-disturbance claims, charges, encumbrances, security interests and attornment agreements restrictions on the Purchased Assets necessary to provide Purchaser with good, marketable and indefeasible title to each of the Purchased Assets at the Closing; (“SNDA”iii) reasonably required Certified copies of the corporate actions taken by Purchaser’s lender the Board of Directors and shareholder of Seller, authorizing the execution, delivery and performance of this Agreement; (iv) Certificate of Good Standing for Seller from the Tenant. Seller agrees Secretary of State of Alabama dated no earlier than fifteen (15) days prior to use reasonable efforts to obtain the required tenant estoppel and SNDA. For purposes hereof, a “Qualifying Tenant Estoppel” is a tenant estoppel substantially in the form of Exhibit D (or in any other form reasonably required by or acceptable to Purchaser’s lender) that does not include any information that is materially inconsistent with Seller’s representations and warranties in this Agreement. (c) The Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s Policy of Title Insurance (the “Title Policy”), as evidenced by a “marked up” title commitment, insuring Purchaser as owner of fee simple title to the Property, subject only to Permitted Exceptions (defined below), in the amount of the Purchase Price, and containing such endorsements as Purchaser shall have requested.Closing; (d) Subject Seller will adopt and file with the Secretary of State of Alabama a resolution changing the name of Seller substantially dissimilar to Sections 14 AA Microsystems, Inc. and 15 belowSeller shall execute a Consent of Similar Name form, there shall have been no material adverse change in as set forth on Exhibit "J", granting to Purchaser the condition of any use of the Property (including without limitation any Improvements) after expiration of the Inspection Period and prior to the Closing Date.name "AA Microsystems, Inc."; (e) Each Seller and every representation and warranty of Seller Shareholder shall have executed the Covenant Not to Compete Agreements set forth in Section 11 on Exhibits D and D-1; and (f) Shareholder shall be true and correct in all material respects, and Seller shall not be in default under any of its other obligations under this Agreement, as of Closing.have executed the Employment Agreement set forth on Exhibit H.

Conditions Precedent to Purchaser’s Obligations. Seller acknowledges that as a condition precedent to Purchaser’s obligations hereunder, obligation to purchase and accept delivery of the following shall occur Aircraft from Seller on or before the Closing Date (shall be subject to the following conditions precedent: 4.3.1 At the time of the Closing, Seller shall not be in breach or any earlier date indicated below), default of any of which conditions may be waived by Purchaser in its sole discretion:Seller’s obligations arising under this Agreement. (a) During 4.3.2 At the Inspection Period, Purchaser shall have received a current Phase I environmental assessment satisfactory to Purchaser prepared by a competent licensed environmental engineer satisfactory to Purchaser that does not recommend a Phase II environmental assessment and reflecting that there are no hazardous wastes, hazardous materials or fuel (or other storage) tanks located above, on or below the surface time of the PropertyClosing, and that the Property is all of Seller’s representations set forth in compliance with all applicable environmental laws, ordinances, rules and regulations. Notwithstanding the foregoing, Purchaser’s continuation of this Agreement following the expiration of the Inspection Period Section 5.1 shall be deemed a waiver of any failure to obtain a Phase I environmental assessment as described true and accurate in this Sectionall material respects. (b) No later than five (5) days prior 4.3.3 Prior to the Closing DateClosing, Seller shall have delivered or cause to be delivered to Escrow Agent an undated, but otherwise fully executed, FAA Bxxx of Sale, an undated, but otherwise fully executed, Warranty Bxxx of Sale, an undated, but otherwise fully executed Warranties Assignment and releases of all Liens, if any, affecting title to the Aircraft or the engines, other than Liens created by or through Purchaser (i) a Qualifying Tenant Estoppel (defined below) executed or by Tenantpersons claiming by or through Purchaser. 4.3.4 Prior to the Closing, Seller shall have become an approved Transacting User and (ii) shall act as its own Professional User Entity for purposes of discharging any subordination, non-disturbance and attornment agreements (“SNDA”) reasonably required by Purchaser’s lender from the Tenant. international interests Seller agrees to use reasonable efforts to obtain the required tenant estoppel and SNDA. For purposes hereof, a “Qualifying Tenant Estoppel” is a tenant estoppel substantially may have in the form of Exhibit D (or in any other form reasonably required by or acceptable Aircraft, consenting to Purchaser’s lender) that does not include any information that is materially inconsistent registration of a contract of sale with respect to the Aircraft following transfer of title of the Aircraft from Seller to Purchaser and Seller’s representations and warranties in this Agreement. (c) The Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s Policy of Title Insurance (the “Title Policy”), as evidenced by a “marked up” title commitment, insuring Purchaser as owner of fee simple title to the Property, subject only to Permitted Exceptions (defined below), in the amount receipt of the Purchase Price, and containing such endorsements as Purchaser any other related actions, and complied with all other obligations of Seller under Section 4.5.1 and 4.5.2 of this Agreement. 4.3.5 Prior to the Closing, Seller, at its sole cost and expense, shall have requestedpositioned the Aircraft at the Delivery Location. (d) Subject 4.3.6 Prior to Sections 14 the Closing, Seller, at its sole cost and 15 belowexpense, there shall have been no material adverse change corrected or repaired all airworthiness Discrepancies, any Discrepancy outside of limits per manufacturer’s specifications, and any Discrepancy that causes the Aircraft to not be in compliance with the condition of any Delivery Condition as determined by the Inspection Facility. 4.3.7 At the time of the Property (including without limitation any Improvements) after expiration of the Inspection Period Closing, all applicable airframe and prior engine maintenance contracts shall be paid up to the Closing Date. (e) Each Date and every representation and warranty of Seller transferable, if allowed by the service provider, to Purchaser, as set forth in Section 11 Schedule 1 attached to Exhibit B – Delivery Conditions. 4.3.8 At the time of the Closing, the Aircraft shall be true and correct in all material respects, and Seller shall not be in default under any of its other obligations under this Agreement, as of Closingthe required Delivery Condition.

Conditions Precedent to Purchaser’s Obligations. Seller acknowledges that as a condition precedent The obligations of Purchaser to Purchaser’s obligations hereunder, the following shall occur purchase Receivables under this Agreement on or before the Closing Date (or any earlier date indicated below), any shall be subject to the satisfaction of which conditions may be waived by Purchaser in its sole discretionthe following conditions: (a) During the Inspection Period, Purchaser all representations and warranties of Seller contained in this Agreement shall have received a current Phase I environmental assessment satisfactory to Purchaser prepared by a competent licensed environmental engineer satisfactory to Purchaser that does not recommend a Phase II environmental assessment be true and reflecting that there are no hazardous wastes, hazardous materials or fuel (or other storage) tanks located above, on or below the surface correct as of the Property, and that the Property is in compliance with all applicable environmental laws, ordinances, rules and regulations. Notwithstanding the foregoing, Purchaser’s continuation of this Agreement following the expiration of the Inspection Period shall be deemed a waiver of any failure to obtain a Phase I environmental assessment as described in this Section.Closing Date; (b) No later than five Seller shall have delivered: (5i) days prior to the Closing DateCustodian, (A) the fully executed original of each Receivable together with the related fully executed assignment from the related Dealer (or other originator) to Seller (together with any agreements modifying such Receivable, including, without limitation, any extension agreements), and (B) if not electronic, the original title certificate of the Financed Automobile noting the lien of Seller on the Financed Automobile for each Receivable, and (ii) to the Servicer, (A) an electronic file identifying each Receivable by account number and Obligor name with link to an electronic copy (in portable document format or similar electronic imaging format) of each of the documents described in Section 6.1(b)(i) for each Receivable and (B) if the original title certificate of the Financed Automobile for any Receivable is electronic, all documentation necessary to provide Purchaser and its designees access to such electronic title certificate; (c) Seller shall have delivered to Purchaser copies of all security interest releases and UCC-3 termination statements with respect to the Receivables, in each case, in form and substance reasonably satisfactory to Purchaser; (id) Seller shall have delivered to Purchaser opinions of counsel in the form of Exhibit K; (e) Seller shall have executed and delivered to Purchaser a Qualifying Tenant Estoppel (defined below) executed by Tenant, and (ii) any subordination, non-disturbance and attornment agreements (“SNDA”) reasonably required by Purchaser’s lender from the Tenant. Seller agrees to use reasonable efforts to obtain the required tenant estoppel and SNDA. For purposes hereof, a “Qualifying Tenant Estoppel” is a tenant estoppel substantially bxxx of sale in the form of Exhibit D (or in any other form reasonably required by or acceptable to Purchaser’s lender) that does not include any information that is materially inconsistent with Seller’s representations and warranties in this Agreement. (c) The Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s Policy of Title Insurance hereto (the “Title PolicyBxxx of Sale”); (f) Seller shall have executed and delivered to Purchaser a power of attorney in the form of Exhibit E hereto; (g) Parent shall have delivered a guaranty of Seller’s obligations hereunder and under the Sale Papers in the form of Exhibit H; (h) Seller and Parent shall have each delivered to Purchaser a secretary’s certificate certifying as to the due formation and good standing of Seller and Parent, as evidenced by a “marked up” title commitmentapplicable, insuring Purchaser as owner of fee simple title to and resolutions authorizing the Property, subject only to Permitted Exceptions (defined below), in transactions contemplated hereunder and the amount guaranty of the Purchase Price, and containing such endorsements as Purchaser Parent; (i) Seller shall have requested.delivered to Purchaser an officer’s certificate certifying that the notices required to be delivered pursuant to Section 5.1(j) have been delivered; (dj) Subject to Sections 14 and 15 below, there Seller shall have been delivered evidence satisfactory to Purchaser that it has obtained approval of the transactions contemplated by this Agreement from the California Department of Financial Institutions and the Federal Deposit Insurance Corporation and that all required waiting periods under the HSR Act have expired; (k) no material adverse change in the condition of any of Receivables, in the Property (including without limitation any Improvements) after expiration of the Inspection Period and prior to the Closing Date.aggregate, has occurred since March 31, 2011; and (el) Each and every representation and warranty of Seller set forth the transactions contemplated by this Agreement are in Section 11 shall be true and correct compliance in all material respects, respects with all applicable laws and Seller shall not be in default under any of its other obligations under this Agreement, as of Closingregulations.

Conditions Precedent to Purchaser’s Obligations. Seller acknowledges that as a condition precedent The obligations of Purchaser hereunder to Purchaser’s obligations hereunder, consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction of each of the following shall occur on conditions prior to or before simultaneously with the Closing Date (or any earlier date indicated below)Closing, any of which conditions may be waived by Purchaser in its sole discretion:discretion by written notice to Seller at or prior to the Closing Date (or the Extension Closing Date, if applicable): (a) During the Inspection Period, Purchaser Seller shall have received a current Phase I environmental assessment satisfactory to Purchaser prepared by a competent licensed environmental engineer satisfactory to Purchaser that does not recommend a Phase II environmental assessment performed, in all material respects, all covenants, agreements and reflecting that there are no hazardous wastes, hazardous materials or fuel (or other storage) tanks located above, on or below the surface undertakings of the Property, and that the Property is in compliance with all applicable environmental laws, ordinances, rules and regulations. Notwithstanding the foregoing, Purchaser’s continuation of this Agreement following the expiration of the Inspection Period shall be deemed a waiver of any failure to obtain a Phase I environmental assessment as described Seller contained in this Section.Agreement; (b) No later than five (5) days prior to the Closing Date, Seller shall have delivered to Purchaser (i) a Qualifying Tenant Estoppel (defined below) executed by Tenant, and (ii) any subordination, non-disturbance and attornment agreements (“SNDA”) reasonably required by Purchaser’s lender from the Tenant. Seller agrees to use reasonable efforts to obtain the required tenant estoppel and SNDA. For purposes hereof, a “Qualifying Tenant Estoppel” is a tenant estoppel substantially in the form of Exhibit D (or in any other form reasonably required by or acceptable to Purchaser’s lender) that does not include any information that is materially inconsistent with Seller’s All representations and warranties in this Agreement. (c) The Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s Policy of Title Insurance (the “Title Policy”), as evidenced by a “marked up” title commitment, insuring Purchaser as owner of fee simple title to the Property, subject only to Permitted Exceptions (defined below), in the amount of the Purchase Price, and containing such endorsements as Purchaser shall have requested. (d) Subject to Sections 14 and 15 below, there shall have been no material adverse change in the condition of any of the Property (including without limitation any Improvements) after expiration of the Inspection Period and prior to the Closing Date. (e) Each and every representation and warranty of Seller as set forth in Section 11 this Agreement shall be true and correct in all material respectsrespects as of the date of this Agreement and as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall be deemed to be given without being limited to Seller's knowledge and without modification (by update or otherwise, as provided in Section 4.1 hereof) (c) Purchaser shall have received the CMT Estoppel Certificate (the “Required Tenant Estoppel”). If Purchaser does not receive the Required Tenant Estoppel on or before the Closing, Seller may extend the Closing up to fourteen (14) days to allow Seller to obtain the Required Tenant Estoppel. If Purchaser does not receive the Required Tenant Estoppel on or before the expiration of such fourteen (14) day period, if applicable, Purchaser may either (i) terminate this Agreement in writing delivered to Seller on or before the Closing, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations hereunder other than those which expressly survive the Closing or earlier termination of this Agreement, (ii) extend the Closing for another period not the exceed fourteen (14) days, or (iii) waive the foregoing condition precedent and proceed to Closing. (d) Purchaser shall have received an SNDA from CMT (the “Required SNDA”). If Purchaser does not receive the Required SNDA on or before the Closing, Seller may extend the Closing up to fourteen (14) days to allow Seller to obtain the Required SNDA. If Purchaser does not receive the Required SNDA on or before the expiration of such fourteen (14) day period, if applicable, Purchaser may either (i) terminate this Agreement in writing delivered to Seller on or before the Closing, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations hereunder other than those which expressly survive the Closing or earlier termination of this Agreement, (ii) extend the Closing for another period not the exceed fourteen (14) days, or (iii) waive the foregoing condition precedent and proceed to Closing. (e) Purchaser shall have received the Landlord Estoppel (the “Required Landlord Estoppel”). If Purchaser does not receive the Required Landlord Estoppel on or before the Closing Date, Seller may extend the Closing Date up to fourteen (14) days to allow Seller to obtain the Required Landlord Estoppel. If Purchaser does not receive the Required Landlord Estoppel on or before the expiration of such fourteen (14) day period, if applicable, Purchaser may either (i) terminate this Agreement in default under writing delivered to Seller on or before the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations hereunder other than those which expressly survive the Closing or earlier termination of its this Agreement, (ii) extend the Closing Date for another period not the exceed fourteen (14) days, or (iii) waive the foregoing condition precedent and proceed to Closing. (f) Purchaser shall have received the Lobby Lessor Agreement (the “Required Agreement”). If Purchaser does not receive the Required Agreement on or before the Closing Date, Seller may extend the Closing Date up to fourteen (14) days to allow Seller to obtain the Required Agreement. If Purchaser does not receive the Required Agreement on or before the expiration of such fourteen (14) day period, if applicable, Purchaser may either (i) terminate this Agreement in writing delivered to Seller on or before the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations hereunder other than those which expressly survive the Closing or earlier termination of this Agreement, (ii) extend the Closing Date for another period not the exceed fourteen (14) days, or (iii) waive the foregoing condition precedent and proceed to Closing. In the event the condition in this Section 6.1 has not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date (as same may be extended or postponed as provided in this Agreement, including the Extension Closing Date, as applicable), Purchaser shall have the right to terminate this Agreement by written notice to Seller given prior to the Closing, whereupon (i) Escrow Agent shall return the Xxxxxxx Money to Purchaser; and (ii) except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement, as of Closing.

Conditions Precedent to Purchaser’s Obligations. Seller acknowledges that as It shall be a condition precedent to Purchaser’s 's obligations hereunderto purchase each Aircraft as contemplated hereunder that: (i) the items to be delivered by Seller at Closing by Seller under Section 3(c) shall have been delivered to Purchaser; (ii) Seller shall have executed and delivered to Purchaser the Operative Documents to which Seller is a party or which are required to be delivered by Seller; (iii) Purchaser shall have received: (A) a copy of Seller's statutes, the following shall occur on articles of incorporation, association or before organization and other constituent documents certified as of the Closing Date by a duly authorized officer of Seller as being true, correct and current; (B) a copy of the resolutions of the Board of Directors of Seller certified as of the Closing Date by a duly authorized officer of Seller duly authorizing execution, delivery and performance by of this Sale Agreement and all other Operative Documents; (C) an incumbency or other certificate or document appropriate under Belgian law as to the person or persons authorized to execute and deliver this Sale Agreement on behalf of Seller and all documents, including all Operative Documents, described herein required to be executed and delivered by Seller hereunder, or other equivalent document sufficient under Belgian Law; (D) written evidence from Eurocontrol (supplied by Seller or obtained with the written cooperation of Seller) that no charges, fees, or other amounts are due, payable, or past due with respect to the Aircraft or any operation thereof. (iv) Purchaser and the Lessor's Lender shall have received (or any earlier date indicated below)assurances of receipt promptly after Closing) an opinion of Allen & Overy, any Xxxgium, covering such matters as Purchaser shall reasonably request, including, without limitation, absence of which conditions may be waived liens, claims, charges or encumbrances affecting the Aircraft at the time of Closing, the conveyance by Seller to Purchaser in its sole discretion:of full, valid, good and marketable title to the Aircraft, free and clear of all liens, claims, charges and encumbrances, the due authorization and enforceability of the Operative Documents, the filing for registration and recording of all pertinent Operative Documents and agreements under Belgian law (including with the BCAA) as are contemplated by the Operative Documents and covering such other matters as Purchaser and Lessor's Lender deem relevant to the closing of the sale, purchase, lease and finance of the Aircraft hereunder; (av) During the Inspection Period, Purchaser shall have received a current Phase I environmental assessment satisfactory all other documentation reasonably necessary to Purchaser prepared by a competent licensed environmental engineer satisfactory consummate the transactions contemplated hereby and reasonably required to Purchaser that does not recommend a Phase II environmental assessment and reflecting that there are no hazardous wastes, hazardous materials or fuel (or other storage) tanks located above, on or below the surface evidence consummation of the Propertytransactions contemplated by the Operative Documents, including without, limitation, the sale and lease back of the Other Aircraft contemporaneously with the sale hereunder and upon the same terms and conditions as the Aircraft; (vi) All conditions precedent to the obligations of Purchaser (as "Lessor") under, and as set forth in the Lease shall have been met to the reasonable satisfaction of Purchaser, including, without limitation, that all relevant filings with respect to Purchaser's ownership, the Lease and the security interest of the Lessor's Lender have been made or shall be made promptly upon or after Closing, that the BCAA has approved Purchaser as "Lessor" and noted the same upon the registration of the Aircraft pursuant to Belgian Law, that the BCAA has approved the Lease for registration, and that the Property is insurance coverages required by the Lease shall be in compliance with all applicable environmental laws, ordinances, rules full force and regulations. Notwithstanding the foregoing, Purchaser’s continuation of this Agreement following the expiration effect upon Closing; (vii) Purchaser shall have received reasonably satisfactory evidence of the Inspection Period shall be deemed a waiver absence of any failure to obtain a Phase I environmental assessment as described in this Section. liens or encumbrances (brecorded or otherwise) No later than five (5) days prior affecting or pertaining to the Closing DateAircraft, Seller's title, and/or Seller's ability to transfer good and marketable title to the Aircraft at Closing, free and clear of any lien, claim or encumbrance whatsoever, or, if the claim of any lender or secured party to Seller shall have delivered to Purchaser (i) a Qualifying Tenant Estoppel (defined below) executed by Tenantor claim any such interest, and (ii) Purchaser and the Lessor's Lender shall have received reasonably satisfactory evidence of the due and prompt release of any subordinationlien, non-disturbance and attornment agreements (“SNDA”) reasonably required by Purchaser’s claim or encumbrance of any lender from the Tenant. Seller agrees to use reasonable efforts to obtain the required tenant estoppel and SNDA. For purposes hereof, a “Qualifying Tenant Estoppel” is a tenant estoppel substantially in the form of Exhibit D (or in any other form reasonably required by or acceptable to Purchaser’s lender) that does not include any information that is materially inconsistent with Seller’s representations and warranties in this Agreement. (c) The Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s Policy of Title Insurance (the “Title Policy”), as evidenced by a “marked up” title commitment, insuring Purchaser as owner of fee simple title secured party to the Property, subject only to Permitted Exceptions (defined below), in the amount Seller upon payment of the Purchase PricePrice under this Sale Agreement to such lender or secured party; (viii) Without limiting the obligation of Seller to pay and indemnify the Purchaser for such taxes pursuant to this Sale Agreement and the Lease, and containing such endorsements as the Purchaser shall be satisfied that, at the time of the sale to Purchaser under this Sale Agreement, the Aircraft is located in a jurisdiction that will not cause any sale, use, excise, transfer, gross receipts, value added or similar taxes, fees or charges to be levied against the Purchaser under any applicable law; and (ix) Purchaser shall have requested. (d) Subject received such other corporate certificates, instruments, agreements, documents and evidence as the Purchaser or its Belgian counsel may reasonably request in order to Sections 14 and 15 below, there shall have been no material adverse change in establish the condition of any consummation of the Property (including without limitation any Improvements) after expiration transactions contemplated by the Operative Documents, the taking of all necessary corporate action in connection therewith and compliance with the Inspection Period and prior to the Closing Date. (e) Each and every representation and warranty of Seller conditions set forth in Section 11 shall be true this Sale Agreement and correct in all material respectsthe Lease, including the issuance of a legal opinion of counsel to Seller with respect thereto and Seller shall not be in default under any of its other obligations under this Agreement, as of Closing.to title conveyed;

Conditions Precedent to Purchaser’s Obligations. Seller acknowledges that as a condition precedent to Purchaser’s obligations hereunder, under this Agreement are subject to the satisfaction of the following shall occur on or before the Closing Date (or any earlier date indicated below), any of which conditions may be waived by Purchaser in its sole discretionconditions: (a) During A. Title to the Inspection Period, Purchaser Premises shall have received a current Phase I environmental assessment satisfactory to Purchaser prepared by a competent licensed environmental engineer satisfactory to Purchaser that does not recommend a Phase II environmental assessment and reflecting that there are no hazardous wastes, hazardous materials or fuel (or other storage) tanks located above, on or below be marketable in accordance with the surface title standards of the Property, and that the Property is in compliance with all applicable environmental laws, ordinances, rules and regulations. Notwithstanding the foregoing, Purchaser’s continuation of this Agreement following the expiration of the Inspection Period shall be deemed a waiver of any failure to obtain a Phase I environmental assessment as described in this SectionOhio State Bar Association. B. Within fifteen (b) No later than five (515) days prior to the Closing Dateof acceptance hereof, Seller shall have delivered to Purchaser (i) a Qualifying Tenant Estoppel (defined below) executed by Tenantfurnish Purchaser, and (ii) any subordination, non-disturbance and attornment agreements (“SNDA”) reasonably required by Purchaser’s lender from the Tenant. Seller agrees to use reasonable efforts to obtain the required tenant estoppel and SNDA. For purposes hereofPurchaser shall approve, a “Qualifying Tenant Estoppel” is a tenant estoppel substantially commitment for an owner’s policy of title insurance issued by Port Xxxxxxxx Title and Trust Company in the form amount of Exhibit D (or in any other form reasonably required by or acceptable to Purchaser’s lender) that does not include any information that is materially inconsistent with Seller’s representations the purchase price, showing good and warranties in this Agreement. (c) The Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s Policy of Title Insurance (the “Title Policy”), as evidenced by a “marked up” title commitment, insuring Purchaser as owner of marketable fee simple title to the PropertyPremises in Seller, free and clear of all liens or encumbrances, except those to be paid at closing, and subject only to Permitted Exceptions existing easements, agreements, reservations and restrictions, of record, including, without limitation, a Declaration of Covenants, Easements, Restrictions and Assessment Lien for The Andersons Farm Development Co. attached hereto as Exhibit C (defined belowthe “Restrictions”); government ordinances and zoning regulations; and real estate taxes and assessments, both general and special, which are a lien but are no yet due and payable. Seller shall pay the cost of a guaranteed certificate of title only. Purchaser shall pay all additional title expense. If, based on the foregoing, Purchaser objects to the title to the Premises within seven (7) days of its receipt thereof, Seller shall have ten (10) days to remove such title defect from date of written notice or obtain title protection through such defect; or thereafter, Seller or Purchaser may terminate this Agreement. Absent Seller’s actual receipt of written notice of a title defect within the seven (7) day period, the terms and conditions of this Paragraph 3B shall be deemed waived and satisfied. C. Prior to closing, Purchaser shall approve the Driveway Easement. Purchaser acknowledges Seller may convey the Premises to Purchaser prior to Seller recording necessary utility easements burdening the Premises and for the benefit of other lots in the amount Seller’s subdivision. In consideration thereof, Purchaser agrees to execute and deliver to Seller any utility easements burdening the Premises reasonably required by Seller for the use and development of the Purchase Price, Premises and containing such endorsements as Purchaser all other parcels or lots with the Seller’s subdivision. This obligation shall have requested. (d) Subject to Sections 14 survive closing and 15 below, there shall have been no material adverse change in the condition of any delivery of the Property (including without limitation any Improvements) after expiration of deed for the Inspection Period and prior to the Closing DatePremises. (e) Each and every representation and warranty of Seller set forth in Section 11 shall be true and correct in all material respects, and Seller shall not be in default under any of its other obligations under this Agreement, as of Closing.

Conditions Precedent to Purchaser’s Obligations. Seller acknowledges that as a condition precedent to Purchaser’s obligations hereunderobligation to purchase and accept the Aircraft from Seller on the Delivery Date shall be subject to the following conditions precedent: a. completion of an inspection of the Aircraft by Purchaser and an inspection conducted by team designated by Purchaser; and a finding in Purchaser’s sole and reasonable discretion, that the Aircraft is in acceptable condition (as set forth in Clause 3.1 hereof) in the Delivery Location, on or before December 15, 2011. Should the Purchaser not accept in writing the condition of the Aircraft by such date, the following Deposit paid to the Seller for the Aircraft pursuant to Purchase Price Payment hereof shall occur immediately be repaid to Purchaser within five (5) Business Days and the obligations of the Purchaser under this Agreement shall terminate; b. completion of the purchase of the Aircraft hereunder shall be subject to the Purchaser agreeing in writing to a final Aircraft description including: the Aircraft Specification (Schedule 1) on or before the Closing Date (or any earlier date indicated below), any of which conditions may be waived by Purchaser in its sole discretion: (a) During the Inspection Period, Purchaser shall have received a current Phase I environmental assessment satisfactory to Purchaser prepared by a competent licensed environmental engineer satisfactory to Purchaser that does not recommend a Phase II environmental assessment and reflecting that there are no hazardous wastes, hazardous materials or fuel (or other storage) tanks located above, on or below the surface of the Property, and that the Property is in compliance with all applicable environmental laws, ordinances, rules and regulationsDelivery Date. Notwithstanding the foregoing, Purchaser’s continuation of this Agreement following the expiration of the Inspection Period This condition shall be deemed a waiver of any failure satisfied if Purchaser agrees to obtain a Phase I environmental assessment and signs the Technical Acceptance Letter attached hereto as described Exhibit 3. Should the Purchaser and Seller not agree in this Section. (b) No later than writing to the Aircraft description by the Delivery Date, the Deposit paid to Seller for the Aircraft pursuant to Purchase Price Payment hereof, shall immediately be repaid to Purchaser within five (5) days prior to Business Days and the Closing Date, Seller shall have delivered to Purchaser (i) a Qualifying Tenant Estoppel (defined below) executed by Tenant, and (ii) any subordination, non-disturbance and attornment agreements (“SNDA”) reasonably required by Purchaser’s lender from the Tenant. Seller agrees to use reasonable efforts to obtain the required tenant estoppel and SNDA. For purposes hereof, a “Qualifying Tenant Estoppel” is a tenant estoppel substantially in the form of Exhibit D (or in any other form reasonably required by or acceptable to Purchaser’s lender) that does not include any information that is materially inconsistent with Seller’s representations and warranties in this Agreement. (c) The Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s Policy of Title Insurance (the “Title Policy”), as evidenced by a “marked up” title commitment, insuring Purchaser as owner of fee simple title to the Property, subject only to Permitted Exceptions (defined below), in the amount obligations of the Purchase Price, and containing such endorsements as Purchaser under this Agreement shall have requested.terminate; (d) Subject to Sections 14 and 15 below, there shall have been no material adverse change in c. the condition of any of the Property (including without limitation any Improvements) after expiration of the Inspection Period and prior to the Closing Date. (e) Each and every representation and warranty of Seller set forth in Section 11 shall be true and correct in all material respects, and Seller shall not be in breach or default under of any of its other the Seller’s obligations arising under this Agreement; d. all of the Seller’s representations set forth herein shall be true and accurate; e. the Seller shall pay all amounts required to release any Liens upon the Aircraft, especially the lien in favor of Xxxxx Fargo Bank N.A. pursuant to the aircraft security agreement between Seller and Xxxxx Fargo Bank N.A. dated June 24, 2010. The Release shall be duly executed by Xxxxx Fargo Bank, or any other entity, and demonstrated to Purchaser; and f. the Seller shall deliver to the Purchaser: i. A Commercial Invoice substantially in the form attached hereto as Exhibit 2; ii. A copy of electronic confirmation from the International Registry that the Seller is a registered Transaction User Entity under the Cape Town Treaty; iii. A copy of the written Release of Lien Holders, especially Xxxxx Fargo Bank releases, and companion forms of releases filed before the competent authorities, whereby the Aircraft will not be subject to any Lien(s), as may be reasonably required by applicable government registries including, but not limited to the FAA and International Registry; iv. A copy of the fully executed Warranty Xxxx of Sale executed by the Seller transferring title to the Aircraft in the form attached hereto as Schedule 1; v. A copy of the fully executed Xxxx of Sale for the Aircraft in a form acceptable to record the transfer of title in and to the Aircraft, as may be reasonably required with applicable government aircrafts registries including the FAA and the International Registry; vi. A certificate executed by an officer of the Seller certifying for and on behalf of the Seller that the representations and warranties of the Seller in this Agreement are true and correct on the Delivery Date, and that the Seller has performed and complied with all of its obligations, covenants and agreements in this Agreement to be performed or complied with by it; and vii. Such other certificates, documents and instruments, duly executed, which in the opinion of the Purchaser, acting reasonably, are necessary or desirable to effect and evidence the sale, conveyance, transfer and delivery to Purchaser of the Seller’s right, title and interest in and to the Assets free and clear of all Liens. The conditions set out in this Section 5.2 are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in writing prior to Closing. Each of the parties will use commercially reasonable efforts to cause the conditions to the parties’ obligations to consummate the transactions contemplated hereby to be satisfied.

Conditions Precedent to Purchaser’s Obligations. Seller acknowledges that as It shall be a condition precedent to Purchaser’s 's obligations hereunderto purchase the Aircraft as contemplated hereunder that: (i) the items to be delivered by Seller at Closing by Seller under Section 3(c) shall have been delivered to Purchaser; (ii) Seller shall have executed and delivered to Purchaser the Operative Documents to which Seller is a party or which are required to be delivered by Seller; (iii) Purchaser shall have received: (A) a copy of Seller's statutes, the following shall occur on articles of incorporation or before association and other constituent documents certified as of the Closing Date by a duly authorized officer of Seller as being true, correct and current; (B) a copy of the resolutions of the Board of Directors of Seller certified as of the Closing Date by a duly authorized officer of Seller duly authorizing execution, delivery and performance by of this Purchase Agreement and all other Operative Documents; (C) an incumbency certificate as to the person or persons authorized to execute and deliver this Purchase Agreement on behalf of Seller and all documents, including all Operative Documents, described herein required to be executed and delivered by Seller hereunder; and (D) a certificate of a duly authorized officer of Lessee certifying that the Aircraft has not been subject to total loss or any earlier date indicated below)damage since Lessor's inspection thereof on November 26, any of which conditions may be waived by Purchaser in its sole discretion:2004; (aiv) During Purchaser and the Inspection PeriodFinancing Party shall have received an opinion of Xxxxx & XxXxxxxx, Taiwan, in such form as Purchaser and the Financing Party shall approve, covering the due authorization and enforceability of the Operative Documents, the filing for registration and recording of all pertinent Operative Documents and agreements under Taiwan law (including with the CAA) as are contemplated by the Operative Documents and covering such other matters as Purchaser and the Financing Party deem relevant to the closing of the sale, purchase, lease and finance of the Aircraft hereunder; (v) Purchaser shall have received a current Phase I environmental assessment satisfactory to Purchaser prepared by a competent licensed environmental engineer satisfactory to Purchaser that does not recommend a Phase II environmental assessment and reflecting that there are no hazardous wastes, hazardous materials or fuel all other documentation (or other storage) tanks located above, on or below the surface including Seller's delivery of the PropertyCAA approval to the sale and lease transaction contemplated hereby and any other third party consents) reasonably necessary to consummate the transactions contemplated hereby and reasonably required to evidence consummation of the transactions contemplated by the Operative Documents, including without, limitation, the sale and lease back of the Other Aircraft contemporaneously with the sale hereunder and upon the same terms and conditions as the Aircraft; (vi) All conditions precedent to the obligations of Purchaser (as "Lessor") under, and as set forth in the Lease shall have been met to the reasonable satisfaction of Purchaser, including, without limitation, that all filings with respect to Purchaser's ownership, the Lease and the security interest of the Financing Party have been made or shall be made contemporaneously with Closing and that the Property is in compliance with all applicable environmental laws, ordinances, rules and regulations. Notwithstanding insurance coverages required by the foregoing, Purchaser’s continuation of this Agreement following the expiration of the Inspection Period Lease shall be deemed a waiver of any failure to obtain a Phase I environmental assessment as described in this Section.full force and effect upon Closing; (bvii) No later than five (5) days prior to the Closing Date, Seller Purchaser shall have delivered to Purchaser received reasonably satisfactory evidence (i) a Qualifying Tenant Estoppel (defined below) executed by Tenant, and (ii) any subordination, non-disturbance and attornment agreements (“SNDA”) reasonably required by Purchaser’s lender from the Tenant. Seller agrees to use reasonable efforts to obtain the required tenant estoppel and SNDA. For purposes hereof, a “Qualifying Tenant Estoppel” is a tenant estoppel substantially in the form of Exhibit D a statement within the opinion of Xxxxx & XxXxxxxx after review of all pertinent public records) of the absence of any liens or encumbrances (recorded or otherwise) affecting or pertaining to the Aircraft, Seller's title, and/or Seller's ability to transfer good and marketable title to the Aircraft at Closing, free and clear of any lien, claim or encumbrance whatsoever, or, if the claim of any lender or secured party to Seller shall have or claim any such interest, Purchaser and the Financing Party shall have received reasonably satisfactory evidence (in the form of a statement within the opinion of Xxxxx & XxXxxxxx) of the due and prompt release of any other form reasonably required by lien, claim or acceptable encumbrance of any lender or secured party to Purchaser’s lenderthe Seller upon payment of the Purchase Price under this Purchase Agreement to such lender or secured party; (viii) Without limiting the obligation of Seller to pay and indemnify the Purchaser for such taxes pursuant to this Purchase Agreement and the Lease, the Purchaser shall be satisfied that, at the time of the sale to Purchaser under this Purchase Agreement, the Aircraft is located in a jurisdiction that does will not include cause any information that is materially inconsistent with Seller’s representations and warranties in this Agreementsale, use, excise, transfer, gross receipts, value added or similar taxes, fees or charges to be levied against the Purchaser under any applicable law. (cix) The Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s Policy of Title Insurance (the “Title Policy”), as evidenced by a “marked up” title commitment, insuring Purchaser as owner of fee simple title to the Property, subject only to Permitted Exceptions (defined below), in the amount of the Purchase Price, and containing such endorsements as Purchaser shall have requested. (d) Subject received such other corporate certificates, instruments, agreements, documents and evidence as the Purchaser or its counsel may reasonably request in order to Sections 14 and 15 below, there shall have been no material adverse change in establish the condition of any consummation of the Property (including without limitation any Improvements) after expiration transactions contemplated by the Operative Documents, the taking of all necessary corporate action in connection therewith and compliance with the Inspection Period and prior to the Closing Date. (e) Each and every representation and warranty of Seller conditions set forth in Section 11 shall be true this Purchase Agreement and correct in all material respects, and Seller shall not be in default under any of its other obligations under this Agreement, as of Closingthe Lease.

Conditions Precedent to Purchaser’s Obligations. Seller acknowledges that as It shall be a condition precedent to Purchaser’s 's obligations hereunderto purchase each Aircraft as contemplated hereunder that: (i) the items to be delivered by Seller at Closing by Seller under Section 3(c) shall have been delivered to Purchaser; (ii) Seller and VLM shall each have executed and delivered to Purchaser the Operative Documents to which Seller and VLM are each a party or which are required to be delivered by Seller or VLM; (iii) Purchaser shall have received: (A) a copy of Seller's statutes, the following shall occur on articles of incorporation, association or before organization and other constituent documents certified as of the Closing Date by a duly authorized officer of Seller as being true, correct and current; (B) a copy of the resolutions of the Board of Directors of Seller certified as of the Closing Date by a duly authorized officer of Seller duly authorizing execution, delivery and performance by of this Sale Agreement and all other Operative Documents; (C) an incumbency or other certificate or document appropriate under Dutch law as to the person or persons authorized to execute and deliver this Sale Agreement on behalf of Seller and all documents, including all Operative Documents to which Seller is a party, described herein required to be executed and delivered by Seller hereunder, or other equivalent document sufficient under Dutch Law; (D) written evidence from Eurocontrol (supplied by Seller or obtained with the written cooperation of Seller) that no charges, fees, or other amounts are due, payable, or past due with respect to the Aircraft or any operation thereof. (iv) Purchaser and the Lessor's Lender shall have received (or any earlier date indicated below)assurances of receipt promptly after Closing) an opinion of Allen & Overy, any of which conditions may be waived Xxxxerdam covering such matters as Purchaser shall reasonably request in order to accomplish the Transaction as contemplated by Purchaser in its sole discretion:the Operative Documents; (av) During the Inspection Period, Purchaser shall have received a current Phase I environmental assessment satisfactory all other documentation reasonably necessary to Purchaser prepared by a competent licensed environmental engineer satisfactory consummate the transactions contemplated hereby and reasonably required to Purchaser that does not recommend a Phase II environmental assessment and reflecting that there are no hazardous wastes, hazardous materials or fuel (or other storage) tanks located above, on or below the surface evidence consummation of the Propertytransactions contemplated by the Operative Documents, including without, limitation, the sale and lease back to VLM of the Other Aircraft contemporaneously with the sale hereunder and upon the same terms and conditions as the Aircraft; (vi) All conditions precedent to the obligations of Purchaser (as "Lessor") under, and as set forth in the Lease shall have been met to the reasonable satisfaction of Purchaser, including, without limitation, that all relevant filings with respect to Purchaser's ownership, the Property is in compliance with all applicable environmental laws, ordinances, rules Lease and regulations. Notwithstanding the foregoing, Purchaser’s continuation of this Agreement following the expiration security interest of the Inspection Period Lessor's Lender have been made or shall be deemed a waiver made promptly upon or after Closing; (vii) Purchaser shall have received reasonably satisfactory evidence of the absence of any failure to obtain a Phase I environmental assessment as described in this Section. liens or encumbrances (brecorded or otherwise) No later than five (5) days prior affecting or pertaining to the Closing DateAircraft, Seller's title, and/or Seller's ability to transfer good and marketable title to the Aircraft at Closing, free and clear of any lien, claim or encumbrance whatsoever, or, if the claim of any lender or secured party to Seller shall have delivered to Purchaser (i) a Qualifying Tenant Estoppel (defined below) executed by Tenantor claim any such interest, and (ii) Purchaser and the Lessor's Lender shall have received reasonably satisfactory evidence of the due and prompt release of any subordinationlien, non-disturbance and attornment agreements (“SNDA”) reasonably required by Purchaser’s claim or encumbrance of any lender from the Tenant. Seller agrees to use reasonable efforts to obtain the required tenant estoppel and SNDA. For purposes hereof, a “Qualifying Tenant Estoppel” is a tenant estoppel substantially in the form of Exhibit D (or in any other form reasonably required by or acceptable to Purchaser’s lender) that does not include any information that is materially inconsistent with Seller’s representations and warranties in this Agreement. (c) The Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s Policy of Title Insurance (the “Title Policy”), as evidenced by a “marked up” title commitment, insuring Purchaser as owner of fee simple title secured party to the Property, subject only to Permitted Exceptions (defined below), in the amount Seller upon payment of the Purchase PricePrice under this Sale Agreement to such lender or secured party; (viii) Without limiting the obligation of Seller to pay and indemnify the Purchaser for such taxes pursuant to this Sale Agreement and the Lease, and containing such endorsements as the Purchaser shall be satisfied that, at the time of the sale to Purchaser under this Sale Agreement, the Aircraft is located in a jurisdiction that will not cause any sale, use, excise, transfer, gross receipts, value added or similar taxes, fees or charges to be levied against the Purchaser under any applicable law; and (ix) Purchaser shall have requested. (d) Subject received such other corporate certificates, instruments, agreements, documents and evidence as the Purchaser or its Dutch counsel may reasonably request in order to Sections 14 and 15 below, there shall have been no material adverse change in establish the condition of any consummation of the Property (including without limitation any Improvements) after expiration transactions contemplated by the Operative Documents to which Seller is a party, the taking of all necessary corporate action in connection therewith and compliance with the Inspection Period and prior to the Closing Date. (e) Each and every representation and warranty of Seller conditions set forth in Section 11 shall be true and correct in all material respects, and Seller shall not be in default under any of its other obligations under this Sale Agreement, as including the issuance of Closing.a legal opinion of counsel to Seller with respect thereto and to title conveyed;

Conditions Precedent to Purchaser’s Obligations. Seller acknowledges that as a condition precedent to Purchaser’s obligations hereunder, under this Agreement are expressly subject to the following shall occur timely fulfillment of the conditions set forth in this Section 7.1 on or before the Closing Date (or any earlier date indicated below), any of which conditions Date. Each condition may be waived in whole or in part only by written notice of such waiver from Purchaser in its sole discretion:to Seller. Seller shall use commercially reasonable efforts to satisfy such conditions as are within Seller’s reasonable control. (a) During the Inspection Period, Purchaser shall have received a current Phase I environmental assessment satisfactory to Purchaser prepared by a competent licensed environmental engineer satisfactory to Purchaser that does not recommend a Phase II environmental assessment Seller performing and reflecting that there are no hazardous wastes, hazardous materials or fuel (or other storage) tanks located above, on or below the surface complying with all of the Property, and that the Property is in compliance with all applicable environmental laws, ordinances, rules and regulations. Notwithstanding the foregoing, Purchaser’s continuation terms of this Agreement following to be performed and complied with by Seller prior to or at the expiration of the Inspection Period shall be deemed a waiver of any failure to obtain a Phase I environmental assessment as described in this SectionClosing. (b) No later All of the representations and warranties of Seller set forth in this Agreement shall be true, accurate and complete as of the Closing Date, except for those representations and warranties expressly made only as of the Execution Date (which shall nonetheless be true as of such date). (c) The Title Company’s issuance of a Title Policy or commitment to issue a Title Policy complying with the requirements of Section 3.3. (d) Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxx and Xxxxx Xxxxxx shall have resigned from the Board of Managers of Essex House Condominium. (e) The receipt by Seller of the “no-action letter” from the OAG described in Section 4.3(h). (f) At Purchaser’s sole election, to be made not less than five ten (510) days Business Days prior to the Closing Date, Seller shall cause Hotel Manager to enter into an agreement (the “Interim Jumeirah Agreement”) with Purchaser allowing Purchaser the right to have delivered the Hotel-Related Units operated by Hotel Manager as a Jumeirah-branded hotel for up to Purchaser sixty (60) days following the Closing Date in accordance with the terms and conditions of the Hotel Management Agreement; provided, however, that the Interim Jumeirah Agreement, shall specify, at a minimum, that (i) a Qualifying Tenant Estoppel (defined below) executed by Tenant, and (ii) any subordination, non-disturbance and attornment agreements (“SNDA”) reasonably required by Purchaser’s lender from the Tenant. Seller agrees Purchaser shall not be obligated to use reasonable efforts to obtain the required tenant estoppel and SNDA. For purposes hereof, a “Qualifying Tenant Estoppel” is a tenant estoppel substantially in the form of Exhibit D pay (or in repay) to Hotel Manager or any other form reasonably required by Affiliate of Hotel Manager any management fees (including, without limitation, any base or acceptable to Purchaser’s lender) that does not include any information that is materially inconsistent with Seller’s representations and warranties in this Agreement. (c) The Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s Policy of Title Insurance (the “Title Policy”)incentive fees, as evidenced by a “marked up” title commitment, insuring Purchaser as owner of fee simple title to the Property, subject only to Permitted Exceptions (defined below), in the amount of the Purchase Price, and containing such endorsements as Purchaser shall have requested. (d) Subject to Sections 14 and 15 below, there shall have been no material adverse change in the condition of any of the Property (including without limitation any Improvements) after expiration of the Inspection Period and whether accrued prior to the Closing Date. (e) Each or attributable to the period following the Closing), termination fees, key money, loans, marketing charges and every representation and warranty of Seller centralized service charges, in each case, as set forth in Section 11 the Hotel Management Agreement, but Purchaser shall be true and correct pay reimbursable expenses incurred in all material respects, and Seller accordance with the Hotel Management Agreement during the term of the Interim Jumeirah Agreement; (ii) Purchaser shall not be in default under obligated to fund any reserves with Hotel Manager during the term of its other obligations under this the Interim Jumeirah Agreement; and (iii) Hotel Manager shall assist with any transition to a management company designated by Purchaser. In the event that Purchaser makes the election to retain Hotel Manager as the operator for the Hotel-Related Units as provided above, as of ClosingJumeirah Hospitality & Leisure (USA) Inc. shall also continue to manage the Essex House Condominium pursuant to the Condominium Management Agreement.

Conditions Precedent to Purchaser’s Obligations. Seller acknowledges that as a condition precedent to Purchaser’s obligations hereunder, the following shall occur on or before the Closing Date (or any earlier date indicated below)Date, any of which conditions may be waived by Purchaser in its sole discretion: (a) During the Inspection Period, Purchaser shall have received a current Phase I environmental assessment satisfactory to Purchaser prepared by a competent licensed environmental engineer satisfactory to Purchaser that does not recommend a Phase II environmental assessment and reflecting that there are no hazardous wastes, wastes or hazardous materials or fuel (or other storage) tanks located above, on or below the surface of the Property, and that the Property is in compliance with all applicable environmental laws, ordinances, rules and regulations. Notwithstanding the foregoing, Purchaser’s continuation of this Agreement following . (b) Prior to the expiration of the Inspection Period shall be deemed a waiver of any failure to obtain a Phase I environmental assessment as described in this Section. (b) No later than five (5) days prior to the Closing DatePeriod, Seller shall have delivered to Purchaser (i) a Qualifying Tenant Estoppel Estoppels (defined below) executed by Tenanttenants occupying at least 90% of the rentable square footage of the Property, and (ii) any subordination, non-disturbance and attornment agreements (“SNDA’s”) reasonably required by Purchaser or Purchaser’s lender from tenants at the TenantProperty. Seller agrees to use reasonable efforts to obtain the required tenant estoppel estoppels and SNDA’s. For purposes hereof, a “Qualifying Tenant Estoppel” is a tenant estoppel substantially in the form of Exhibit D B (or in any other form reasonably required by or acceptable to Purchaser and Purchaser’s lender) that does not include any information that is materially inconsistent with Seller’s representations and warranties in this Agreement. (c) The Chicago Title Insurance Company (the “Title Company”) shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s Policy of Title Insurance (the “Title Policy”), as evidenced by a “marked up” title commitment, insuring Purchaser as owner of fee simple title to the Property, subject only to Permitted Exceptions (defined below), in the amount of the Purchase Price, and containing such endorsements as Purchaser shall have requested. (d) Subject to Sections 14 and 15 below, there shall have been no material adverse change in the condition of any of the Property (including without limitation any Improvements) after expiration of the Inspection Period and prior to the Closing Date. (e) Each and every representation and warranty of Seller set forth in Section 11 10 shall be true and correct in all material respectscorrect, and Seller shall not be in default under any of its other obligations under this Agreement, as of Closing.

Conditions Precedent to Purchaser’s Obligations. Seller acknowledges that as a condition precedent to Purchaser’s obligations hereunder, the following shall occur on or before the Closing Date (or any earlier date indicated below), any of which conditions may be waived by Purchaser in its sole discretion: (a) During the Inspection Period, Purchaser shall have received a current Phase I environmental assessment satisfactory to Purchaser prepared by a competent licensed environmental engineer satisfactory to Purchaser that does not recommend a Phase II environmental assessment and reflecting that there are no hazardous wastes, hazardous materials or fuel (or other storage) tanks located above, on or below the surface of the Property, and that the Property is in compliance with all applicable environmental laws, ordinances, rules and regulations. Notwithstanding the foregoing, Purchaser’s continuation of this Agreement following the expiration of the Inspection Period shall be deemed a waiver of any failure to obtain a Phase I environmental assessment as described in this Section. (b) No later than five (5) days prior to the Closing Date, Seller shall have delivered to Purchaser (i) a Qualifying Tenant Estoppel (defined below) executed by Tenant, and (ii) any subordination, non-disturbance and attornment agreements (“SNDA”) reasonably required by Purchaser’s lender from the Tenant. Seller agrees to use reasonable efforts to obtain the required tenant estoppel and SNDA. For purposes hereof, a “Qualifying Tenant Estoppel” is a tenant estoppel substantially in the form of Exhibit D B (or in any other form reasonably required by or acceptable to Purchaser’s lender) that does not include any information that is materially inconsistent with Seller’s representations and warranties in this Agreement. (cb) The Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s Policy of Title Insurance (the “Title Policy”), as evidenced by a “marked up” title commitmentTitle Commitment, defined below, insuring Purchaser as owner of fee simple title to the Property, subject only to Permitted Exceptions (defined below), in the amount of the Purchase Price, and containing such endorsements as Purchaser shall have requested. (dc) Subject to Sections 14 and 15 below, there shall have been no material adverse change in the condition of any of the Property (including without limitation any Improvements) after expiration of the Inspection Period and prior to the Closing Date. (d) No later than five (5) days prior to the Closing Date, Seller shall have (i) obtained from Tenant, and delivered to Purchaser, a written agreement terminating the Lease as to the Property or (ii) entered into a modification, amendment, and restatement of the Lease with Tenant to separately lease the Property (including no other property or parcel in such new lease) to Tenant, provided that each of (i) and (ii) must be on terms, conditions, and subject to documentation acceptable to Purchaser in its sole and absolute discretion. (e) Each and every representation and warranty of Seller set forth in Section 11 shall be true and correct in all material respects, and Seller shall not be in default under any of its other obligations under this Agreement, as of Closing.