Common use of Conditions to Buyer’s Obligation to Close Clause in Contracts

Conditions to Buyer’s Obligation to Close. The obligation of Buyer to consummate the Closing is subject to the satisfaction of the following further conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law): (a) (i) the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b) shall be true and correct in all respects as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, and (ii) the representations and warranties of Seller, other than the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b), contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (b) the covenants of Seller to be performed prior to the Closing shall have been performed (or any non-performance shall have been cured) in all material respects; and (c) Buyer shall have received a certificate signed by an executive officer of Seller to the effect of the foregoing Section 8.02(a) and Section 8.02(b); (d) receipt of final STB Approval that does not impose any Material Regulatory Concession; (e) no Legal Proceeding commenced by a Governmental Authority shall be pending seeking to enjoin, prohibit or render illegal the consummation of the transactions contemplated hereby or impose a Regulatory Concession on Buyer (or the Company Group) in connection therewith; (f) there shall not be in force an Order, or any Applicable Law adopted after the date hereof imposing a Regulatory Concession on Buyer (or the Company Group) in connection with the transactions contemplated hereby; and (g) Seller shall have delivered, or caused to be delivered, to Buyer the deliverables set forth in Section 2.05(a).

Conditions to Buyer’s Obligation to Close. The obligation obligations of Buyer to consummate the Closing is close under this Agreement are subject to the satisfaction fulfillment, prior to or at Closing, of the following further conditions (all or any or all of which may be waived in writing by Buyer in whole or in part to the extent permitted by Applicable LawBuyer): (a) (i) the Seller Fundamental Warranties The representations and the representation and warranty contained warranties of Seller, as set forth in Section 3.09(b) 7.3 herein, shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date, as if made at and as of such date, date except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct in all respects at otherwise expressly provided herein. (b) On and as of such datethe Closing Date, Seller shall have performed and complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with prior to or on the Closing Date. (c) On the Closing Date, (i) the Title Insurer (hereafter defined) shall be unconditionally obligated and prepared, subject to the payment of the applicable title insurance premium and other related charges, to issue to Buyer an owner's title insurance policy for the Property in compliance with the Title Commitments (hereafter defined), free and clear of all mortgages (including all of the Mortgages), liens, encumbrances, easements, leases, conditions and other matters affecting title other than matters created or granted by Buyer and the Permitted Exceptions (hereafter defined), and (ii) the representations and warranties of Seller, other than Seller shall have delivered the Seller Fundamental Warranties and Gap Undertaking to the representation and warranty contained in Section 3.09(b), contained in this Agreement Title Insurer. (disregarding all qualifications contained therein relating to materiality or Material Adverse Effectd) shall be true and correct as As of the Closing Date, as if made at and as Seller shall not have commenced (within the meaning of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each any Bankruptcy Law) a voluntary case, nor shall there have been commenced against Seller an involuntary case, nor shall Seller have consented to the appointment of a Custodian of it or for all or any inaccuracy substantial part of its property, nor shall a court of competent jurisdiction have entered an order or omission decree under any Bankruptcy Law that would not reasonably be expected to, individually is for relief against Seller in an involuntary case or in the aggregate, have appointed a Material Adverse Effect; (b) the covenants Custodian of Seller to be performed prior to the Closing shall have been performed (for all or any non-performance shall have been cured) in all material respects; and (c) Buyer shall have received a certificate signed by an executive officer substantial part of Seller to the effect of the foregoing Section 8.02(a) and Section 8.02(b); (d) receipt of final STB Approval that does not impose any Material Regulatory Concession; (e) no Legal Proceeding commenced by a Governmental Authority shall be pending seeking to enjoinits property. The term "Bankruptcy Law" means Title 11, prohibit or render illegal the consummation of the transactions contemplated hereby or impose a Regulatory Concession on Buyer (or the Company Group) in connection therewith; (f) there shall not be in force an OrderU.S. Code, or any Applicable Law adopted after similar state law for the date hereof imposing a Regulatory Concession on Buyer (relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator or the Company Group) in connection with the transactions contemplated hereby; and (g) Seller shall have delivered, or caused to be delivered, to Buyer the deliverables set forth in Section 2.05(a)similar official under any Bankruptcy Law.

Conditions to Buyer’s Obligation to Close. As a condition to Buyer’s obligation to close with respect to the Property on the Closing Date: (i) All instruments and other documents required to be delivered by Seller and described in Section 5.5 have been delivered to the Escrow Agent. (ii) The representations and warranties of Seller contained herein shall be true and correct in all material respects as of the Effective Date and as of the Closing Date. (iii) There shall be no default with respect to any material obligation of Buyer Seller hereunder which Seller has not cured within thirty (30) days after written notice from Buyer. (iv) There shall be no notice issued after the Effective Date of any violation or alleged violation of any law, rule, regulation or code, including, without limitation, any building code, with respect to consummate the Closing is subject Facility, which has not been corrected to the satisfaction of the following further conditions issuer of the notice. (v) There shall be no material default on the part of Seller or any other party under any agreement to be assigned to, or obligation to be assumed by, Buyer under this Agreement, including, without limitation the Ground Lease. (vi) All licenses, consents, approvals or other authorizations from third parties or governmental authorities required in connection with the transactions contemplated hereunder, including, without limitation, all consents and approvals of the ground lessor under the Ground Lease and all licenses and approvals by agencies charged with regulating or licensing Senior Housing Facilities, shall have been obtained by, and issued in the name of, Buyer or its property manager or designee. (vii) There shall have been no material adverse change in the business, properties, operations or condition (financial, physical, title, licensing, environmental or otherwise) of Seller or the Facility since the Effective Date. (viii) As of the Closing Date, the number of residents in the Facility (based upon the number of beds in the Facility) who receive any assistance under any government assistance program shall not be more than the number of such residents for the Facility set forth in the Rent Roll attached hereto, and the number of beds or units in the Facility which may are subject to affordability or income-based restrictions shall not be waived more than the number of such beds or units for the Facility as required by Buyer the Ground Lease. (ix) No proceedings shall be pending or threatened that could or would involve the change, redesignation, redefinition or other modification of the zoning classifications (or any building, environmental or code requirements applicable to) in whole a manner that would adversely affect the Property. (x) Seller shall have obtained payoff letters good through the Closing Date from all holders of mortgages or in part other indebtedness encumbering the Property stating the amount required to pay off such debt as of the Closing Date. Such letters shall be referred to as the “Payoff Letters.” (xi) The representations and warranties of the parties to the extent permitted by Applicable Law): Operations Transfer Agreement (a) (i) the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(bother than Buyer) shall be true and correct in all material respects as of the Effective Date and as of the Closing Date, as if made at and as of such date, except . (xii) There shall be no default with respect to representations and warranties that speak as any material obligation of any party to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, and the Operations Transfer Agreement (ii) the representations and warranties of Seller, other than the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b), contained in this Agreement Buyer) which such party has not cured within thirty (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect30) shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (b) the covenants of Seller to be performed prior to the Closing shall have been performed (or any non-performance shall have been cured) in all material respects; and (c) Buyer shall have received a certificate signed by an executive officer of Seller to the effect of the foregoing Section 8.02(a) and Section 8.02(b); (d) receipt of final STB Approval that does not impose any Material Regulatory Concession; (e) no Legal Proceeding commenced by a Governmental Authority shall be pending seeking to enjoin, prohibit or render illegal the consummation of the transactions contemplated hereby or impose a Regulatory Concession on Buyer (or the Company Group) in connection therewith; (f) there shall not be in force an Order, or any Applicable Law adopted days after the date hereof imposing a Regulatory Concession on Buyer (or the Company Group) in connection with the transactions contemplated hereby; and (g) Seller shall have delivered, or caused to be delivered, to Buyer the deliverables set forth in Section 2.05(a)written notice from Buyer.

Conditions to Buyer’s Obligation to Close. The Buyer's obligation of Buyer to consummate purchase the Premises on the Closing Date is subject to the satisfaction of the following further contingencies and conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law):manner and within the time limits herein specified: (a) On or before the Effective Date of this Agreement: Seller shall deliver to Buyer (iat no cost to Buyer): (1) Copies of any and all tests, surveys, examinations, plans, appraisals, permits, licenses, environmental studies or reports and other studies or investigations regarding the Premises which the Seller Fundamental Warranties may have in its possession or control; (2) If Tenant is a different entity than Seller, a current operating statement, profit and loss statement, balance sheet and other satisfactory financial information for Tenant, certified as true, correct and complete by Tenant, reflecting Tenant's ability to pay rent and perform its other Lease obligations, and a current profit and loss statement, balance sheet and other satisfactory financial information for Guarantor reflecting Guarantor's ability to perform its Guaranty obligations; (3) A current letter or certificate from an appropriate municipal, county or other governmental representative confirming the representation zoning classification for the Premises, that the use and warranty contained in Section 3.09(b) shall be true and correct in all respects as operation of the Closing DatePremises for Tenant's proposed use is in compliance with the applicable zoning ordinance, as if made at and as a final recorded plat approved by the applicable governmental authority or other acceptable evidence confirming that the Premises are a legally subdivided parcel; (4) Final "as-built" Plans for the Improvements; (5) All Permits, including without limitation, a certificate of such dateoccupancy and an operating permit or license for the use and occupancy of the Premises by Tenant. (6) All warranties and guaranties pertaining to the Improvements, except specifically including the manufacturer's roof membrane warranty issued with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, and (ii) the representations and warranties of Seller, other than building comprising the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b), contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;Improvements. (b) the covenants of Seller to be performed prior to the Closing shall have been performed (or any non-performance shall have been cured) in all material respects; and (c7) Buyer shall have received a certificate signed by Commitment from the Title Company for an executive officer of Seller owner's title insurance policy (ALTA form) with respect to the effect Premises, naming Buyer as the Proposed Insured in the amount of the foregoing Section 8.02(aPurchase Price (the "Title Commitment"), together with the following: (i) All exceptions and Section 8.02(b)appurtenances to title referred to in the Title Commitment; (dii) receipt All proposed exceptions and appurtenances to title which are intended to be of final STB Approval that does not impose any Material Regulatory Concessionrecord as of the Closing Date; (eiii) no Legal Proceeding commenced by a Governmental Authority shall be pending seeking to enjoinAll covenants and restrictions, prohibit or render illegal if any, which Seller desires that the consummation Lease establish of record for the benefit of Tenant, whether affecting the Premises, the remainder of the transactions contemplated hereby project or impose a Regulatory Concession on Buyer (center in which the Premises are located or the Company Group) in connection therewithany other property; (fiv) there Evidence that any such covenants and restrictions for the benefit of Tenant which encumber property other than the Premises are not subject to extinguishment (e.g., by the foreclosure of any superior lien on the property encumbered thereby) and, if permitted by applicable law, the Title Commitment shall not be in force an Order, or any Applicable Law adopted after insure the date hereof imposing a Regulatory Concession on Buyer (or the Company Group) in connection with the transactions contemplated hereby; andsame; (gv) Seller shall have delivered, A copy of the most recent tax bill (and paid receipt therefor) xxxh respect to ad valorem real property taxes and assessments levied or caused assessed with respect to the Premises. (8) Additional matters to be delivered, to Buyer agreed upon or accomplished on or before the deliverables set forth in Section 2.05(a).Effective Date of this Agreement:

Conditions to Buyer’s Obligation to Close. The Buyer’s obligation of Buyer to consummate purchase the Properties on the Closing Date is subject to the satisfaction of the following further contingencies and conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law):manner and within the time limits herein specified: (a) On the Effective Date of this Agreement: (i) Seller shall deliver to Buyer (at no cost to Buyer) copies of any and all tests, surveys, examinations, plans, appraisals, permits, licenses, environmental studies or reports and other studies or investigations for or regarding each of the Premises which the Seller Fundamental Warranties may have in its possession or control, specifically including, without limitation, the following: (1) All existing environmental reports, studies or surveys of each of the Premises which are in the possession, custody or control of Seller or Seller’s agents, employees or contractors; (2) Final “as-built” Plans for the Improvements for each of the respective Premises. (3) All Permits, including without limitation, a certificate of occupancy for the use and occupancy of each of the Premises by Tenant. (4) All warranties and guaranties pertaining to the Improvements for each of the respective Premises, specifically including the manufacturer’s roof membrane warranty issued with respect to the building comprising the Improvements. (5) A copy of the deed vesting title to each of the Premises in Seller, together with a copy of the owner’s policy of title insurance issued to Seller (or to its predecessor in title, its affiliate, or its subsidiary) for each of the Premises, if any. (ii) Seller shall deliver to Buyer a copy of the fully signed Lease for each of the respective Premises, certified as true, correct and complete. (b) Within the Inspection Period: (i) The terms of this Agreement and Buyer’s obligations hereunder shall have been approved by the Real Estate Investment Committee and the representation Board of Directors of Buyer. (ii) Buyer shall have obtained, reviewed and warranty contained approved a Commitment from the Title Company for an owner’s title insurance policy (ALTA form) with respect to each of the Premises, naming Buyer as the Proposed Insured in the amount of the Purchase Price applicable to that Premises (the “Title Commitment”). (iii) Buyer shall have obtained (at Seller’s cost and expense), reviewed and approved an ALTA as built survey for such Premises in a form acceptable to Buyer. (Sellers shall pay the cost of obtaining the surveys.) (iv) Buyer shall have otherwise determined, in its sole and absolute discretion, that each of the Premises and the respective Leases covering the same are satisfactory to Buyer. In the event that Buyer does not timely send a Termination Notice (as hereinafter defined), Buyer shall be deemed to have approved all of the matters to be reviewed and approved by Buyer pursuant to Sections 5.(a) and 5.(b) above. (c) On or before the Closing Date: (i) Tenant is open and operating its business at the Premises (or Tenant is completing construction of the improvements on the Premises and shall be open and operating within sixty (60) days of Closing). (ii) The representations and warranties of Seller set forth in Section 3.09(b) 11 hereof shall be true true, correct and correct complete in all material respects on and as of the Closing Date, as if made at and as of such date, except with respect . (iii) Each environmental assessment approved by Buyer during the Inspection Period shall continue to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, and (ii) accurately reflect the representations and warranties of Seller, other than the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b), contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct as environmental condition of the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;respective Premises. (biv) Seller shall not, at any time during the covenants term of Seller to be performed prior to this Agreement, file or have filed against it a petition seeking relief under the Closing shall have been performed (bankruptcy or other similar laws of the United States or any non-performance shall have been cured) in all material respects; andstate thereof. (cv) Buyer shall have received a certificate signed by the Title Commitment for each of the Premises “marked-up” and effectively dated as of the Closing, deleting all requirements thereunder so as to obligate the Title Company unconditionally to issue to Buyer an executive officer original owner’s policy of Seller title insurance for each Premises in the amount of the Purchase Price applicable to that respective Premises, subject only to the effect Permitted Exceptions. (vi) Title Company shall deliver to Buyer a “closing protection” or “insured closing” letter, evidencing the authority of any agent of Title Company which conducts the foregoing Section 8.02(a) Closing and Section 8.02(b);issues the Buyer’s owner’s policy of title insurance for or on behalf of Title Company. (d) receipt If the foregoing contingencies set forth in this Section 5 are not satisfied within the respective time periods set forth above, then in addition to any rights afforded by Section 4 and Section 15 of final STB Approval that does not impose any Material Regulatory Concession; (e) no Legal Proceeding commenced by a Governmental Authority this Agreement Buyer shall be pending seeking entitled to enjoin, prohibit terminate this Agreement as to all or render illegal the consummation any of the transactions contemplated hereby or impose a Regulatory Concession on Premises not acceptable to Buyer by delivering written notice thereof to Seller and Escrow Agent in accordance with and subject to the provisions of Section 10.(b) below (or the Company Group) in connection therewith; (f) there “Termination Notice”), whereupon the Xxxxxxx Money Deposit for the rejected Premises and all interest earned thereon shall not be in force an Orderreturned to Buyer and this Agreement shall terminate and become null and void and all parties hereto shall be relieved of all obligations hereunder; provided, or any Applicable Law adopted after the date hereof imposing a Regulatory Concession on Buyer (or the Company Group) in connection with the transactions contemplated hereby; and (g) however, Seller shall have delivered, or caused the right within 30 days after receipt of the Termination Notice to provide Buyer with a list of substitute properties to be deliveredpurchased by Buyer (“Substitute Properties”) including the location, age and condition of improvements, useable land area, parking area and lot configuration. The notice shall also state whether the Substitute Conditions are satisfied and if so satisfied, Tenant shall also deliver evidence reasonable necessary for Landlord to confirm the satisfaction of said conditions. (i) Buyer shall notify Seller of its objection and the deliverables set forth in Section 2.05(a)reason for Buyer’s rejection and Seller, at its option, shall have 30 days from receipt of such notice to attempt to cure such objection; and (ii) Seller may identify alternative Substitute Properties for Buyer’s review and approval under the same terms and conditions.

Conditions to Buyer’s Obligation to Close. The Buyer's obligation of Buyer to consummate purchase the Properties on the Closing Date is subject to the satisfaction of the following further contingencies and conditions, prior to Closing and with respect to each Property: a. Seller shall have permitted the Buyer to conduct an inventory of the Personal Property and Tenant's Personal Property following notice from Buyer to Seller of the date and time for the conducting of such inventory. Seller shall be entitled to have a representative present to monitor and participate in such inventory. b. The Seller shall have delivered to Buyer any updated Financial Information for the months subsequent to February 2000. c. Subject to the terms of the Lease, Tenant shall have approved and accepted the Improvements and all utility services thereto and agreed to execute and deliver the Lease and accept possession of the Premises in their existing condition at Closing, and any and all conditions (any precedent to the Tenant's execution of the Lease and obligation to begin paying rent pursuant to the Lease shall have been satisfied. d. Except for untruths and inaccuracies disclosed to Buyer by Seller or all of which may be waived otherwise actually known by Buyer in whole or in part prior to the extent permitted by Applicable Law): (a) (i) end of the Inspection Period, the representations and warranties of the Seller Fundamental Warranties and the representation and warranty contained set forth in Section 3.09(b) 12 hereof shall be true true, correct and correct complete in all material respects on and as of the Closing Date, as if made at . e. No Act of Bankruptcy on the part of the Seller or Tenant shall have occurred. f. There shall not have been any material adverse changes to the environmental condition of the Premises from that set forth in the environmental assessment obtained by Buyer during the Inspection Period. g. Buyer shall have received the Title Commitment "marked-up" and effectively dated as of the Closing, deleting all requirements thereunder so as to obligate the Title Company unconditionally to issue to the Buyer an original owner's policy of title insurance in the amount of the Purchase Price subject only to the Permitted Exceptions, including such dateendorsements available in the applicable state and customary in like transactions which the Title Company shall have committed to issue. h. Title Company shall deliver to Buyer a "closing protection" or "insured closing" letter, if applicable, evidencing the authority of any agent of Title Company which conducts the Closing and issues the Buyer's owner's policy of title insurance for or on behalf of Title Company. i. Except for the Permitted Exceptions, and except with respect to representations casualty and warranties that speak condemnation as to an earlier dategoverned by Sections 14 and 15 hereof, which representations and warranties shall be true and correct in all respects at and as of such date, and (ii) the representations and warranties of Seller, other than the Seller Fundamental Warranties shall not have taken any action or permitted any action to be taken by others from the date hereof to and the representation and warranty contained in Section 3.09(b), contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct as of including the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission Date that would materially and adversely affect the Property and which was not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (b) the covenants of Seller to be performed actually known by Buyer prior to the Closing expiration of the Inspection Period. j. There shall have been performed (be no unsatisfied local, state or federal tax liens against or affecting the Seller or any non-performance shall have been cured) audit of any of them in all material respects; and (c) process which could result in a lien against the Property and which was not actually known by Buyer shall have received a certificate signed by an executive officer of Seller prior to the effect expiration of the foregoing Section 8.02(a) and Section 8.02(b);Inspection Period. (d) receipt of final STB Approval that does not impose any Material Regulatory Concession; (e) no Legal Proceeding commenced by a Governmental Authority k. There shall be pending seeking to enjoin, prohibit or render illegal no changes in the consummation form of the transactions contemplated hereby Lease or impose a Regulatory Concession on Management Agreement (as approved during the Inspection Period) except changes which are expressly agreed to by Buyer (or the Company Group) in connection therewith; (f) there shall not be in force an Order, or any Applicable Law adopted after the date hereof imposing a Regulatory Concession on Buyer (or the Company Group) in connection with the transactions contemplated hereby; and (g) Seller shall have delivered, or caused to be delivered, to Buyer the deliverables set forth in Section 2.05(a)and Seller.

Conditions to Buyer’s Obligation to Close. The In addition to other conditions to Closing as set forth herein, the obligation of Buyer to consummate the Closing is subject transaction contemplated by this Agreement shall be contingent upon the following: During the pendency of this Agreement and except as otherwise contemplated as set forth in this Agreement with respect to the satisfaction of the following further conditions (any or all of which may be waived by Buyer in whole or in part Improvements, no material change shall have occurred with respect to the extent permitted by Applicable Law): Property or Project that has not been (a) approved in writing by Buyer, or (ib) deemed approved by Buyer’s election to proceed under this Agreement upon the Seller Fundamental Warranties and completion of its Final Inspection for the representation and warranty contained in respective portion of the Property notwithstanding Buyer’s actual knowledge of such material change. For the purposes of this Section 3.09(b) 5.3.1, a “material change” shall be true a material adverse change in the physical condition, environmental condition, entitlements, zoning, permitted use, conditions for or of use, and/or compliance with applicable law of the Property that occurs after the Date of Agreement. If any such material change occurs after Buyer’s Final Inspection of the respective portion of the Property, Buyer shall have fifteen (15) days following receipt of written notice from any source of any such material change within which to approve or disapprove the same and correct make Buyer’s election under Section 5.3.3 in all respects as connection therewith. In the event that Buyer is notified or otherwise actually becomes aware of a material change after its Final Inspection of the respective portion of the Property and less than fifteen (15) days prior to the Closing Date, the Closing Date shall be extended to give Buyer the full fifteen (15) day period to make its election. Seller will promptly notify Buyer in writing of any material change affecting the Property that becomes actually known to Seller prior to the Closing. Buyer’s inspection and/or investigation rights pursuant to the terms of this Agreement include the right to test, inspect for and investigate any material change of which Buyer is notified or actually becomes aware, including, without limitation, changes in the environmental condition of the Property, which shall include the right to test, inspect, investigate, sample and/or monitor for such matters as compliance with environmental laws, the accumulation and/or presence of radon, mold or other hazardous materials in, on or about the Improvements, even if made at the same are not first tested for or first discovered until after completion of the applicable portion of the Improvements and the issuance of a temporary certificate of occupancy therefor; and Seller acknowledges and agrees that any such discovery shall qualify as of such date, except a “material change” with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as such Improvements for the purposes of such date, and (ii) the representations and warranties of Seller, other than the Seller Fundamental Warranties and the representation and warranty contained in this Section 3.09(b), contained in 5.3.1. Buyer’s additional inspection rights under this Agreement (disregarding all qualifications contained therein Section 5.3.1 relating to materiality material changes are subject to Buyer’s obligations and covenants under Section 2.2.2, Section 2.2.3 and Section 2.2.4; provided, however, in no event shall the obligations and covenants under Section 2.2.2, Section 2.2.3 and Section 2.2.4 modify or Material Adverse Effect) shall be true and correct amend Buyer’s additional inspection rights with respect to a material change that did not exist as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, Final Inspection for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (b) the covenants of Seller to be performed prior to the Closing shall have been performed (or any non-performance shall have been cured) in all material respects; and (c) Buyer shall have received a certificate signed by an executive officer of Seller to the effect respective portion of the foregoing Section 8.02(a) and Section 8.02(b); (d) receipt of final STB Approval that does not impose any Material Regulatory Concession; (e) no Legal Proceeding commenced by a Governmental Authority shall be pending seeking to enjoin, prohibit or render illegal the consummation of the transactions contemplated hereby or impose a Regulatory Concession on Buyer (or the Company Group) in connection therewith; (f) there shall not be in force an Order, or any Applicable Law adopted after the date hereof imposing a Regulatory Concession on Buyer (or the Company Group) in connection with the transactions contemplated hereby; and (g) Seller shall have delivered, or caused to be delivered, to Buyer the deliverables set forth in Section 2.05(a)Property.

Conditions to Buyer’s Obligation to Close. The Buyer's obligation of Buyer to consummate purchase the Premises on the Closing Date is subject to the satisfaction of the following further contingencies and conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law):manner and within the time limits herein specified: (a) On or before the Effective Date of this Agreement: Seller shall deliver to Buyer (iat no cost to Buyer): (1) Copies of any and all tests, surveys, examinations, plans, appraisals, permits, licenses, environmental studies or reports and other studies or investigations regarding the Premises which the Seller Fundamental Warranties may have in its possession or control; (2) If Tenant is a different entity than Seller, a current operating statement, profit and loss statement, balance sheet and other satisfactory financial information for Tenant, certified as true, correct and complete by Tenant, reflecting Tenant's ability to pay rent and perform its other Lease obligations, and a current profit and loss statement, balance sheet and other satisfactory financial information for Guarantor reflecting Guarantor's ability to perform its Guaranty obligations; (3) A current letter or certificate from an appropriate municipal, county or other governmental representative confirming the representation zoning classification for the Premises, that the use and warranty contained in Section 3.09(b) shall be true and correct in all respects as operation of the Closing DatePremises for Tenant's proposed use is in compliance with the applicable zoning ordinance, as if made at and as a final recorded plat approved by the applicable governmental authority or other acceptable evidence confirming that the Premises are a legally subdivided parcel; (4) Final "as-built" Plans for the Improvements; (5) All Permits, including without limitation, a certificate of such dateoccupancy and an operating permit or license for the use and occupancy of the Premises by Tenant. (6) All warranties and guaranties pertaining to the Improvements, except specifically including the manufacturer's roof membrane warranty issued with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, and (ii) the representations and warranties of Seller, other than building comprising the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b), contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;Improvements. (b) the covenants of Seller to be performed prior to the Closing shall have been performed (or any non-performance shall have been cured) in all material respects; and (c7) Buyer shall have received a certificate signed by commitment from the Title Company for an executive officer of Seller owner's title insurance policy (ALTA form) with respect to the effect Premises, naming Buyer as the Proposed Insured in the amount of the foregoing Section 8.02(aPurchase Price (the "Title Commitment"), together with the following: (a) All exceptions and Section 8.02(b)appurtenances to title referred to in the Title Commitment; (b) All proposed exceptions and appurtenances to title which are intended to be of record as of the Closing Date; (c) All covenants and restrictions, if any, which Seller desires that the Lease establish of record for the benefit of Tenant, whether affecting the Premises, the remainder of the project or center in which the Premises are located or any other property; (d) receipt Evidence that any such covenants and restrictions for the benefit of final STB Approval that does Tenant which encumber property other than the Premises are not impose subject to extinguishment (e.g., by the foreclosure of any Material Regulatory Concessionsuperior lien on the property encumbered thereby) and, if permitted by applicable law, the Title Commitment shall insure the same; (e) no Legal Proceeding commenced by a Governmental Authority shall be pending seeking to enjoin, prohibit or render illegal the consummation A copy of the transactions contemplated hereby most recent tax bill (and paid receipt therefor) wixx respect to ad valorem real property taxes and assessments levied or impose a Regulatory Concession on Buyer (or assessed with respect to the Company Group) in connection therewith;Premises; and (f) there shall not be in force an Order, or any Applicable Law adopted after the date hereof imposing a Regulatory Concession on Buyer (or the Company Group) in connection with the transactions contemplated hereby; and (g) Seller shall have delivered, or caused Additional matters to be delivered, agreed upon or accomplished on or before the Effective Date of this Agreement. (8) Buyer shall have approved the zoning of the Premises and its compliance with applicable zoning and subdivision laws, including without limitation the documents which Seller is required to furnish Buyer pursuant to Section 5(a) above. (9) Buyer and Tenant shall have mutually agreed upon all of the deliverables set forth in Section 2.05(a)terms and conditions of the Lease to be entered into at Closing and the same shall have been approved by GMAC.

Conditions to Buyer’s Obligation to Close. The As a condition to Buyer’s obligation of Buyer to consummate close with respect to the Property on the Closing is subject to the satisfaction of the following further conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law):Date: (a) (i) the All instruments and other documents required to be delivered by Seller Fundamental Warranties and the representation and warranty contained described in Section 3.09(b5.4 have been delivered to the Escrow Agent. (ii) The representations and warranties of Seller contained herein shall be true and correct in all material respects as of the Effective Date and as of the Closing Date, as if made at and as of such date, except . (iii) There shall be no default with respect to representations and warranties that speak as to an earlier date, any material obligation of Seller hereunder which representations and warranties Seller has not cured within thirty (30) days after written notice from Buyer. (iv) There shall be true and correct in all respects at and as no notice issued after the Effective Date of such dateany violation or alleged violation of any law, and (ii) the representations and warranties of Sellerrule, other than the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b)regulation or code, contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct as of the Closing Dateincluding, as if made at and as of such datewithout limitation, except any building code, with respect to representations and warranties that speak as to an earlier datethe Facility, which representations and warranties has not been corrected to the satisfaction of the issuer of the notice. (v) There shall be true and correct at and as no material default on the part of such date, except, in each case, for Seller or any inaccuracy or omission that would not reasonably other party under any agreement to be expected assigned to, individually or in obligation to be assumed by, Buyer under this Agreement, including, without limitation the aggregate, have a Material Adverse Effect;Ground Lease. (bvi) the covenants of Seller to be performed prior to the Closing shall have been performed (All licenses, consents, approvals or any non-performance shall have been cured) in all material respects; and (c) Buyer shall have received a certificate signed by an executive officer of Seller to the effect of the foregoing Section 8.02(a) and Section 8.02(b); (d) receipt of final STB Approval that does not impose any Material Regulatory Concession; (e) no Legal Proceeding commenced by a Governmental Authority shall be pending seeking to enjoin, prohibit other authorizations from third parties or render illegal the consummation of the transactions contemplated hereby or impose a Regulatory Concession on Buyer (or the Company Group) in connection therewith; (f) there shall not be in force an Order, or any Applicable Law adopted after the date hereof imposing a Regulatory Concession on Buyer (or the Company Group) governmental authorities required in connection with the transactions contemplated hereby; andhereunder, including, without limitation, all consents and approvals of the ground lessor under the Ground Lease and all licenses and approvals by agencies charged with regulating or licensing Senior Housing Facilities, shall have been obtained by, and issued in the name of, Buyer or its property manager or designee. (gvii) Seller There shall have deliveredbeen no material adverse change in the business, operations or caused condition (financial, physical, title, licensing, environmental or otherwise) of the Facility since the Effective Date. (viii) [RESERVED] (ix) No proceedings shall be pending or threatened that could or would involve the change, redesignation, redefinition or other modification of the zoning classifications (or any building, environmental or code requirements applicable to) in a manner that would adversely affect the Property, excepting such proceedings agreed to by Buyer. (x) [RESERVED] (xi) [RESERVED][ (xii) There shall be delivered, no default with respect to Buyer any material obligation of any party to the deliverables set forth in Section 2.05(a)Operations Transfer Agreement (other than Buyer) which such party has not cured within thirty (30) days after written notice from Buyer.

Conditions to Buyer’s Obligation to Close. The Buyer's obligation of Buyer to consummate perform this Contract by consummating the Closing purchase herein provided for is subject to the satisfaction of expressly made contingent and conditioned upon the following further conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law"Contingencies"): (a) (i) the Seller Fundamental Warranties and the representation and warranty contained All Seller's representations in Section 3.09(b) 5.2 shall be true and correct accurate in all material respects as of the Closing Date, as if made at ; and as of such date, except with respect to representations all Seller's covenants in Sections 5.1 and warranties that speak as to an earlier date, which representations and warranties 5.3 shall be true and correct in all respects at and as of such date, and (ii) the representations and warranties of Seller, other than the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b), contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct have been performed as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;. (b) The title insurer selected by Buyer is willing to insure the covenants of Leasehold Estates to Buyer, subject only to standard printed exceptions and the Permitted Exceptions. If the title insurer declines to issue a title policy in compliance with this paragraph (b), then Buyer shall give Seller a reasonable opportunity to be performed prior to the Closing shall have been performed make arrangements for a title policy complying with this paragraph (b) with any other major title company (such as Chicago/Ticor Title Insurance Company, Lawyers Title Insurance Corporation, or any non-performance shall have been cured) in all material respects; andFirst American Title Insurance Company). (c) Buyer shall have received No action, suit, proceeding, inquiry or investigation is commenced or pending before any court or governmental authority against or affecting a certificate signed Property that could reasonably be expected either to (1) prevent the performance by an executive officer Seller of Seller to its obligations under this Contract or the effect consummation of the foregoing Section 8.02(atransaction contemplated by this Contract or (2) and Section 8.02(b);materially adversely affect the value or operation of such Property or Leasehold Estate following the Closing. (d) receipt As of final STB Approval the Closing, the Leases shall be in full force and effect without any claim by any party thereto or mortgagee of any such party that does not impose any Material Regulatory Concession;a default or breach thereof then exists. (e) no Legal Proceeding commenced by a Governmental Authority shall be pending seeking to enjoin, prohibit or render illegal the consummation of the transactions contemplated hereby or impose a Regulatory Concession on Buyer (or the Company Group) in connection therewith; (f) there shall not be in force an Order, or any Applicable Law adopted after the date hereof imposing a Regulatory Concession on Buyer (or the Company Group) in connection with the transactions contemplated hereby; and (g) Seller shall have deliveredexecute and deliver, or caused and cause to be executed and delivered, to Buyer at Closing all of the deliverables set forth documents which this Contract provides are to be executed and delivered by Seller and the parties to the Leases and Xxxxx Lease, and their respective mortgagees. The foregoing contingencies and conditions are for the benefit of Buyer alone, and Buyer, in Section 2.05(a)its sole discretion, may waive in writing any or all of them and any other provisions of this Contract that are for Buyer's benefit. Any contingency or condition so waived by Buyer in writing shall no longer be a contingency or condition. If Buyer does not waive any Contingency or condition that is not satisfied as of the Closing Date and elects not to consummate the purchase herein provided for, then this Contract shall terminate upon delivery of a Termination Notice by Buyer to Seller.

Conditions to Buyer’s Obligation to Close. The obligation of Buyer to purchase the Transferred Assets, assume the Assumed Liabilities and otherwise consummate the Closing is transactions contemplated hereby shall be subject to the satisfaction (or waiver by Buyer), at or before the Closing, of the following further conditions conditions: 7.1.1 No Law shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or any governmental or regulatory authority or instrumentality that prohibits the consummation of or substantially affects the transactions contemplated hereby, and no action or proceeding shall be pending that is brought by any governmental or regulatory authority or instrumentality seeking any of the foregoing or seeking to recover any damages or obtain other relief as a result of the consummation of such transactions. 7.1.2 All required registrations and filings (if any) with any government or all of which may be waived by Buyer in whole governmental or in part regulatory authority shall have been made and any waiting period applicable to the extent permitted transactions contemplated hereby pursuant to any applicable Laws shall have expired or been terminated. 7.1.3 Seller shall have performed in all material respects the obligations required under this Agreement to be performed by Applicable Law):it at or prior to the Closing. (a) (i) 7.1.4 The representations and warranties of Seller contained herein shall have been true and correct in all material respects when made and shall be repeated at the Seller Fundamental Warranties Closing Date and the representation and warranty contained in Section 3.09(b) shall be true and correct in all material respects at and as of the Closing Date, except that any representation or warranty that by its terms is stated to be true as if made at of a particular date need be true and correct only as of such date. 7.1.5 Seller and Buyer shall have entered into the Supply Agreements, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such datethe License Agreements, and (ii) the representations Assignment and warranties of Seller, other than the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b), contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;Assumption Agreement. (b) the covenants of Seller to be performed prior to the Closing shall have been performed (or any non-performance shall have been cured) in all material respects; and (c) 7.1.6 Buyer shall have received a certificate signed by an executive officer affidavit of Seller to the effect in compliance with section 1.1445-2(b)(2) of the foregoing Regulations under the Code stating that Henkxx Xxxporation is not a foreign person and its name, address and U.S. employer identification number. 7.1.7 Seller shall have delivered to Buyer the closing documents referred to in Section 8.02(a) and Section 8.02(b);2.2. (d) receipt of final STB Approval that does not impose any Material Regulatory Concession; (e) no Legal Proceeding commenced by a Governmental Authority 7.1.8 Buyer shall be pending seeking have obtained financing in an amount sufficient to enjoin, prohibit or render illegal the consummation of permit Buyer to complete the transactions contemplated hereby or impose a Regulatory Concession on Buyer (or the Company Group) in connection therewith; (f) there shall not be in force an Order, or any Applicable Law adopted after the date hereof imposing a Regulatory Concession on Buyer (or the Company Group) in connection with the transactions contemplated hereby; and (g) Seller shall have delivered, or caused to be delivered, to Buyer the deliverables set forth in Section 2.05(a)by this Agreement.

Conditions to Buyer’s Obligation to Close. The Buyer's obligation of Buyer to consummate purchase the Premises on the Closing Date is subject to the satisfaction of the following further contingencies and conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law):manner and within the time limits herein specified: (a) On or before the Effective Date of this Agreement: Seller shall deliver to Buyer (iat no cost to Buyer): (1) Copies of any and all tests, surveys, examinations, plans, appraisals, permits, licenses, environmental studies or reports and other studies or investigations regarding the Premises which the Seller Fundamental Warranties may have in its possession or control; (2) If Tenant is a different entity than Seller, a current operating statement, profit and loss statement, balance sheet and other satisfactory financial information for Tenant, certified as true, correct and complete by Tenant, reflecting Tenant's ability to pay rent and perform its other Lease obligations, and a current profit and loss statement, balance sheet and other satisfactory financial information for Guarantor reflecting Guarantor's ability to perform its Guaranty obligations; (3) A current letter or certificate from an appropriate municipal, county or other governmental representative confirming the representation zoning classification for the Premises, that the use and operation of the Premises for Tenant's proposed use is in compliance with the applicable zoning ordinance, and a final recorded plat approved by the applicable governmental authority or other acceptable evidence confirming that the Premises are a legally subdivided parcel; (4) Final "as-built" Plans for the Improvements; (5) All Permits, including without limitation, a certificate of occupancy and an operating permit or license for the use and occupancy of the Premises by Tenant. (6) All warranties and guaranties pertaining to the Improvements, specifically including the manufacturer's roof membrane warranty contained issued with respect to the building comprising the Improvements. (b) Buyer shall have received a commitment from the Title Company for an owner's title insurance policy (ALTA form) with respect to the Premises, naming Buyer as the Proposed Insured in Section 3.09(bthe amount of the Purchase Price (the "Title Commitment"), together with the following: (1) shall All exceptions and appurtenances to title referred to in the Title Commitment; (2) All proposed exceptions and appurtenances to title which are intended to be true and correct in all respects of record as of the Closing Date; (3) All covenants and restrictions, as if made at any, which Seller desires that the Lease establish of record for the benefit of Tenant, whether affecting the Premises, the remainder of the project or center in which the Premises are located or any other property; (4) Evidence that any such covenants and as restrictions for the benefit of such dateTenant which encumber property other than the Premises are not subject to extinguishment (e.g., except by the foreclosure of any superior lien on the property encumbered thereby) and, if permitted by applicable law, the Title Commitment shall insure the same; (5) A copy of the most recent tax bill (and paid xxxeipt therefor) with respect to representations ad valorem real property taxes and warranties that speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, and (ii) the representations and warranties of Seller, other than the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b), contained in this Agreement (disregarding all qualifications contained therein relating to materiality assessments levied or Material Adverse Effect) shall be true and correct as of the Closing Date, as if made at and as of such date, except assessed with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;Premises; and (b6) the covenants of Seller Additional matters to be performed prior to delivered, agreed upon or accomplished on or before the Closing shall have been performed (or any non-performance shall have been cured) in all material respects; andEffective Date of this Agreement. (c) Buyer shall have received a certificate signed by an executive officer of Seller to approved the effect zoning of the foregoing Premises and its compliance with applicable zoning and subdivision laws, including without limitation the documents which Seller is required to furnish Buyer pursuant to Section 8.02(a5(a) and Section 8.02(b);above. (d) receipt of final STB Approval that does not impose any Material Regulatory Concession; (e) no Legal Proceeding commenced by a Governmental Authority Buyer and Tenant shall be pending seeking to enjoin, prohibit or render illegal the consummation have mutually agreed upon all of the transactions contemplated hereby or impose a Regulatory Concession on Buyer (or terms and conditions of the Company Group) in connection therewith; (f) there shall not be in force an Order, or any Applicable Law adopted after the date hereof imposing a Regulatory Concession on Buyer (or the Company Group) in connection with the transactions contemplated hereby; and (g) Seller shall have delivered, or caused Lease to be delivered, to Buyer the deliverables set forth in Section 2.05(a)entered into at Closing.

Conditions to Buyer’s Obligation to Close. The Buyer shall have no obligation of Buyer to consummate the transactions provided by this Agreement and thus to close hereunder, in which event the Deposit shall be promptly returned to Buyer by Seller (but Buyer shall be entitled to consummate the transactions provided hereby, close and waive the fulfillment of any condition below set forth, or to consummate the transactions provided hereby and require Seller to comply with any such condition required to be fulfilled by Seller) unless at or before the time of Closing is subject to or the satisfaction required time for performance, as applicable, each and every of the following further conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law):shall have been fully met and complied with: (a) (i) Each and all the representations and warranties of Seller Fundamental Warranties and the representation and warranty contained set forth in Section 3.09(b) 6 hereof shall be true and correct accurate in all material respects as at and as of the time of Closing Date, as if though such representations and warranties were made as at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, and (ii) the representations and warranties of Seller, other than the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b), contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;time. (b) the Seller shall have performed and complied with all covenants of Seller and agreements required by this Agreement to be performed and complied with by it prior to or at the Closing shall have been performed (or any non-performance shall have been cured) in all material respects; andtime of Closing. (c) Buyer shall have received a certificate signed Tenant Estoppel Certificates executed by an executive officer of Seller to the effect tenants under all of the foregoing Section 8.02(a) and Section 8.02(b);Leases, which executed certificates shall be acceptable to Buyer with no adverse disclosure therein. (d) receipt Escrow Agent shall deliver to Buyer at Closing at Closing an ALTA Form B (or other form required by state law) Owner’s Policy of final STB Approval that does not impose any Material Regulatory Concession; Title Insurance (e) no Legal Proceeding commenced the “Owner’s Title Policy”), with extended coverage (i.e., with ALTA General Exceptions 1 through 5 deleted, or with corresponding deletions if the Property is located in a non-ALTA state), issued by a Governmental Authority shall be pending seeking to enjoin, prohibit or render illegal the consummation Escrow Agent as of the transactions contemplated hereby or impose a Regulatory Concession on Buyer date and time of the delivery of the Assignments, in the amount of the Purchase Price, containing those endorsements (or including “non-imputation” and “Fairway”) and provisions which Escrow Agent has committed to issue as of the Company Group) expiration of the Due Diligence Period, insuring Owner as owner of good, marketable and indefeasible fee simple title to the Property, and subject only to the permitted exceptions shown in connection therewith; the Title Policy. Interest Holders shall execute at Closing an owner’s affidavit sufficient to remove standard printed exceptions and provide gap protection and otherwise in such form as the Escrow Agent shall reasonably require for the issuance of the Owner’s Title Policy (f) there shall not the “Owner’s Affidavit”). The Owner’s Title Policy may be in force an Order, or any Applicable Law adopted delivered after the date hereof imposing Closing if at the Closing the Escrow Agent issues a Regulatory Concession on Buyer (or currently effective, duly-executed “marked-up” Title Commitment and irrevocably commits in writing to issue the Company Group) Owner’s Title Policy in connection with the transactions contemplated hereby; and (g) Seller shall have delivered, or caused form of the “marked-up” Title Commitment promptly after the Closing Date. The parties agree to use all commercially reasonable efforts to cause those conditions which they are respectively to satisfy to be delivered, to Buyer the deliverables set forth in Section 2.05(a)so satisfied.

Conditions to Buyer’s Obligation to Close. The Buyer's obligation of Buyer to consummate purchase the Premises on the Closing Date is subject to the satisfaction of the following further contingencies and conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law):manner and within the time limits herein specified: (a) On or Before the Effective Date of this Agreement: Seller shall deliver, or have delivered, to Buyer (at no cost to Buyer): (1) Copies of any and all tests, surveys, examinations, plans, appraisals, permits, licenses, environmental studies or reports and other studies or investigations regarding the Premises which the Seller may have in its possession or control; (2) If Tenant is a different entity than Seller, a current operating statement, profit and loss statement, balance sheet and other satisfactory financial information for Tenant, certified as true, correct and complete by Tenant, reflecting Tenant's ability to pay rent and perform its other Lease obligations, and a current profit and loss statement, balance sheet and other satisfactory financial information for Guarantor reflecting Guarantor's ability to perform its Guaranty obligations; (3) A current letter or certificate from an appropriate municipal, county or other governmental representative confirming the zoning classification for the Premises, that the use and operation of the Premises for Tenant's proposed use is in compliance with the applicable zoning ordinance, and a final recorded plat approved by the applicable governmental authority or other acceptable evidence confirming that the Premises are a legally subdivided parcel; (4) Final "as-built" Plans for the Improvements; (5) All Permits, including without limitation, a certificate of occupancy and an operating permit or license for the use and occupancy of the Premises by Tenant. (6) All warranties and guaranties pertaining to the Improvements, specifically including the manufacturer's roof membrane warranty issued with respect to the building comprising the Improvements. (7) A commitment from the Title Company for an owner's title insurance policy (ALTA form) with respect to the Premises, naming Buyer as the Proposed Insured in the amount of the Purchase Price (the "Title Commitment"), together with the following: (i) All exceptions and appurtenances to title referred to in the Seller Fundamental Warranties Title Commitment; (ii) All proposed exceptions and the representation and warranty contained in Section 3.09(b) shall appurtenances to title which are intended to be true and correct in all respects of record as of the Closing Date; (iii) All covenants and restrictions, as if made at any, which Seller desires that the Lease establish of record for the benefit of Tenant, whether affecting the Premises, the remainder of the project or center in which the Premises are located or any other property; (iv) Evidence that any such covenants and as restrictions for the benefit of such dateTenant which encumber property other than the Premises are not subject to extinguishment (e.g., except by the foreclosure of any superior lien on the property encumbered thereby) and, if permitted by applicable law, the Title Commitment shall insure the same; (v) A copy of the most recent tax bill (and paid receipt therefor) xxxx respect to ad valorem real property taxes and assessments levied or assessed with respect to representations and warranties that speak as the Premises; and (vi) Additional matters to an earlier datebe delivered, which representations and warranties shall be true and correct in all respects at and as agreed upon or accomplished on or before the Effective Date of such date, and (ii) the representations and warranties of Seller, other than the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b), contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;Agreement. (b) On or Before the covenants Effective Date of Seller to be performed prior to the Closing this Agreement: (1) Buyer shall have been performed approved the zoning of the Premises and its compliance with applicable zoning and subdivision laws, including without limitation the documents which Seller is required to furnish Buyer pursuant to Section 5(a) above. (or any non-performance 2) Buyer shall have been curedapproved any financial information on the Tenant and Guarantor which Seller is required to furnish to Buyer pursuant to Section 5(a) in all material respects; andabove. (c3) Buyer shall have received evidence that legally sufficient parking is available on the Premises without the benefit of any parking easements created on adjacent property to comply with applicable zoning requirements and that all utilities are available to and in service at the Improvements. (4) Buyer shall have obtained and approved an appraisal of the Premises. (5) Buyer shall have obtained and approved an environmental assessment of the Premises. (6) Buyer shall have obtained and approved an "as-built" survey of the Premises. (7) Buyer shall have otherwise determined, in its sole and absolute discretion, that the Premises are satisfactory to Buyer. Upon execution of this Agreement by Buyer, Buyer shall be deemed to have approved, or waived the requirement for approval of, all of the matters to be received, reviewed and approved by Buyer pursuant to Sections 5(a) and 5(b) above other than and except for receipt and approval by Buyer (not to be unreasonably withheld), of the following: any Permits and other matters referred to under subparagraph 5(a)(5) which have not yet been provided, any warranties, etc. referred to under subparagraph 5(a)(6) which have not yet been provided, and any paid tax bill copies referred to in subparaxxxxh 5(a)(7)(v) which have not yet been provided. (c) On or before the Closing Date: (1) Buyer and Tenant shall have mutually agreed upon all of the terms and conditions of the Lease to be entered into at Closing. In connection therewith, Buyer and Tenant shall, prior to Closing, negotiate to finalize the terms and provisions of the Lease on the basis of (but shall in no way be bound by) the form of Lease described on Exhibit D attached hereto, and shall act in a certificate signed commercially reasonable manner in such negotiations. The final negotiated Lease to be executed at Closing shall in any event require (i) an initial term of fifteen (15) years commencing with the Closing Date, (ii) two (2) five (5) year renewal options, (iii) that the Premises be used and occupied by an executive officer Tenant only as and for the type of Seller facility described in Section 1(i) above, and (iv) that the annual minimum rental rate payable by Tenant during the first year of the initial term shall be equal to the effect product of (x) Landlord's total acquisition costs (as the foregoing Section 8.02(asame may be affected by the Earn Out Agreement, as herein defined) and Section 8.02(bmultiplied by (y) ten percent (10.00%);. (d2) receipt of final STB Approval that does not impose any Material Regulatory Concession; (e) no Legal Proceeding commenced by a Governmental Authority shall be pending seeking to enjoin, prohibit or render illegal the consummation of the transactions contemplated hereby or impose a Regulatory Concession on Buyer (or the Company Group) in connection therewith; (f) there shall not be in force an Order, or any Applicable Law adopted after the date hereof imposing a Regulatory Concession on Buyer (or the Company Group) in connection with the transactions contemplated hereby; and (g) and Seller shall have delivered, or caused mutually agreed upon all of the terms and conditions of an escrow agreement (the "Escrow Agreement") to be deliveredentered into at Closing relating to certain work on the Premises which Seller has agreed to complete. The final form of the Escrow Agreement will be substantially in accordance with the form of the Escrow Agreement attached hereto as Exhibit J, provided and except that the amount to Buyer be escrowed, the deliverables set forth in Section 2.05(a)final description of the work to be accomplished, whether progress payment draws from the escrow will be permitted and timeframes involved shall be subject to negotiation and approval by Landlord and Tenant prior to Closing, which approval shall not unreasonably be withheld by either party.

Conditions to Buyer’s Obligation to Close. The Buyer's obligation of Buyer to consummate purchase the Premises on the Closing Date is subject to the satisfaction of the following further contingencies and conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law):manner and within the time limits herein specified: (a) On or before the Effective Date of this Agreement: Seller shall deliver to Buyer (iat no cost to Buyer): (1) Copies of any and all tests, surveys, examinations, plans, appraisals, permits, licenses, environmental studies or reports and other studies or investigations regarding the Premises which the Seller Fundamental Warranties may have in its possession or control; (2) If Tenant is a different entity than Seller, a current operating statement, profit and loss statement, balance sheet and other satisfactory financial information for Tenant, certified as true, correct and complete by Tenant, reflecting Tenant's ability to pay rent and perform its other Lease obligations, and a current profit and loss statement, balance sheet and other satisfactory financial information for Guarantor reflecting Guarantor's ability to perform its Guaranty obligations; (3) A current letter or certificate from an appropriate municipal, county or other governmental representative confirming the representation zoning classification for the Premises, that the use and warranty contained in Section 3.09(b) shall be true and correct in all respects as operation of the Closing DatePremises for Tenant's proposed use is in compliance with the applicable zoning ordinance, as if made at and as a final recorded plat approved by the applicable governmental authority or other acceptable evidence confirming that the Premises are a legally subdivided parcel; (4) Final "as-built" Plans for the Improvements; (5) All Permits, including without limitation, a certificate of such dateoccupancy and an operating permit or license for the use and occupancy of the Premises by Tenant. (6) All warranties and guaranties pertaining to the Improvements, except specifically including the manufacturer's roof membrane warranty issued with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, and (ii) the representations and warranties of Seller, other than building comprising the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b), contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;Improvements. (b) the covenants of Seller to be performed prior to the Closing shall have been performed (or any non-performance shall have been cured) in all material respects; and (c7) Buyer shall have received a certificate signed by Commitment from the Title Company for an executive officer of Seller owner's title insurance policy (ALTA form) with respect to the effect Premises, naming Buyer as the Proposed Insured in the amount of the foregoing Section 8.02(aPurchase Price (the "Title Commitment"), together with the following: (i) All exceptions and Section 8.02(b)appurtenances to title referred to in the Title Commitment; (dii) receipt All proposed exceptions and appurtenances to title which are intended to be of final STB Approval that does not impose any Material Regulatory Concessionrecord as of the Closing Date; (eiii) no Legal Proceeding commenced by a Governmental Authority shall be pending seeking to enjoinAll covenants and restrictions, prohibit or render illegal if any, which Seller desires that the consummation Lease establish of record for the benefit of Tenant, whether affecting the Premises, the remainder of the transactions contemplated hereby project or impose a Regulatory Concession on Buyer (center in which the Premises are located or the Company Group) in connection therewithany other property; (fiv) there Evidence that any such covenants and restrictions for the benefit of Tenant which encumber property other than the Premises are not subject to extinguishment (e.g., by the foreclosure of any superior lien on the property encumbered thereby) and, if permitted by applicable law, the Title Commitment shall not be in force an Order, or any Applicable Law adopted after insure the date hereof imposing a Regulatory Concession on Buyer (or the Company Group) in connection with the transactions contemplated hereby; andsame; (gv) Seller shall have delivered, A copy of the most recent tax xxxx (and paid receipt therefor) with respect to ad valorem real property taxes and assessments levied or caused assessed with respect to the Premises. (8) Additional matters to be delivered, to Buyer agreed upon or accomplished on or before the deliverables set forth in Section 2.05(a).Effective Date of this Agreement:

Conditions to Buyer’s Obligation to Close. The Buyer's obligation of Buyer to consummate purchase the Premises on the Closing Date is subject to the satisfaction of the following further contingencies and conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law):manner and within the time limits herein specified: (a) On or before the Effective Date of this Agreement: Seller shall deliver to Buyer (iat no cost to Buyer): (1) Copies of any and all tests, surveys, examinations, plans, appraisals, permits, licenses, environmental studies or reports and other studies or investigations regarding the Premises which the Seller Fundamental Warranties may have in its possession or control; (2) If Tenant is a different entity than Seller, a current operating statement, profit and loss statement, balance sheet and other satisfactory financial information for Tenant, certified as true, correct and complete by Tenant, reflecting Tenant's ability to pay rent and perform its other Lease obligations, and a current profit and loss statement, balance sheet and other satisfactory financial information for Guarantor reflecting Guarantor's ability to perform its Guaranty obligations; (3) A current letter or certificate from an appropriate municipal, county or other governmental representative confirming the representation zoning classification for the Premises, that the use and warranty contained in Section 3.09(b) shall be true and correct in all respects as operation of the Closing DatePremises for Tenant's proposed use is in compliance with the applicable zoning ordinance, as if made at and as a final recorded plat approved by the applicable governmental authority or other acceptable evidence confirming that the Premises are a legally subdivided parcel; (4) Final "as-built" Plans for the Improvements; (5) All Permits, including without limitation, a certificate of such dateoccupancy and an operating permit or license for the use and occupancy of the Premises by Tenant. (6) All warranties and guaranties pertaining to the Improvements, except specifically including the manufacturer's roof membrane warranty issued with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, and (ii) the representations and warranties of Seller, other than building comprising the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b), contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;Improvements. (b) the covenants of Seller to be performed prior to the Closing shall have been performed (or any non-performance shall have been cured) in all material respects; and (c7) Buyer shall have received a certificate signed by Commitment from the Title Company for an executive officer of Seller owner's title insurance policy (ALTA form) with respect to the effect Premises, naming Buyer as the Proposed Insured in the amount of the foregoing Section 8.02(aPurchase Price (the "Title Commitment"), together with the following: (i) All exceptions and Section 8.02(b)appurtenances to title referred to in the Title Commitment; (dii) receipt All proposed exceptions and appurtenances to title which are intended to be of final STB Approval that does not impose any Material Regulatory Concessionrecord as of the Closing Date; (eiii) no Legal Proceeding commenced by a Governmental Authority shall be pending seeking to enjoinAll covenants and restrictions, prohibit or render illegal if any, which Seller desires that the consummation Lease establish of record for the benefit of Tenant, whether affecting the Premises, the remainder of the transactions contemplated hereby project or impose a Regulatory Concession on Buyer (center in which the Premises are located or the Company Group) in connection therewithany other property; (fiv) there Evidence that any such covenants and restrictions for the benefit of Tenant which encumber property other than the Premises are not subject to extinguishment (e.g., by the foreclosure of any superior lien on the property encumbered thereby) and, if permitted by applicable law, the Title Commitment shall not be in force an Order, or any Applicable Law adopted after insure the date hereof imposing a Regulatory Concession on Buyer (or the Company Group) in connection with the transactions contemplated hereby; andsame; (gv) Seller shall have delivered, A copy of the most recent tax bill (and paid receipt therefor) wxxx respect to ad valorem real property taxes and assessments levied or caused assessed with respect to the Premises. (8) Additional matters to be delivered, to Buyer agreed upon or accomplished on or before the deliverables set forth in Section 2.05(a).Effective Date of this Agreement: