Common use of Conditions to the Mergers Clause in Contracts

Conditions to the Mergers. 56 8.1 Conditions to the Obligations of Each Party to Effect the Mergers 56 8.2 Additional Conditions to Obligations of Parent, Company MergerCo and Properties MergerCo 57 8.3 Additional Conditions to Obligations of the La Quinta Entities 58 Page ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 59 9.1 Termination 59 9.2 Effect of Termination 61 9.3 Amendment 62 9.4 Extension; Waiver 63 ARTICLE X GENERAL PROVISIONS 63 10.1 Notices 63 10.2 Certain Definitions 64 10.3 Terms Defined Elsewhere 68 10.4 Interpretation 73 10.5 Non-Survival of Representations, Warranties, Covenants and Agreements 73 10.6 Miscellaneous 73 10.7 Remedies 74 10.8 Assignment 74 10.9 Severability 74 10.10 Choice of Law/Consent to Jurisdiction 74 10.11 Gender Neutral 75 10.12 No Agreement Until Executed 75 10.13 Waiver of Jury Trial 75 EXHIBITS Exhibit A Form of Company Certificate of Incorporation Exhibit B Form of Company Bylaws Exhibit C Form of Properties Certificate of Incorporation Exhibit D Form of Properties Bylaws Exhibit E Form of Guarantee Exhibit F Form of Tax Opinion of Gxxxxxx Procter LLP Exhibit G Form of REIT Certificate AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of November 9, 2005, is made by and among Lodge Holdings Inc., a Delaware corporation (“Parent”), Lodge Acquisition I Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Company MergerCo”), Lodge Acquisition II Inc., a Delaware corporation and a wholly owned subsidiary of Company MergerCo (“Properties MergerCo”), La Quinta Corporation, a Delaware corporation (the “Company”), and La Quinta Properties, Inc., a Delaware corporation (“Properties” and together with the Company, the “La Quinta Entities”).

Conditions to the Mergers. 56 8.1 71 Section 8.01 Conditions to the Obligations of Each Party to Effect the Mergers 56 8.2 Additional 71 Section 8.02 Conditions to Obligations of Parent, Company MergerCo and Properties MergerCo 57 8.3 Additional Conditions to the Obligations of the La Quinta Entities 58 Page Parent Parties 71 Section 8.03 Conditions to the Obligations of the Company Parties 72 ARTICLE IX TERMINATION, AMENDMENT TERMINATION AND WAIVER 59 9.1 73 Section 9.01 Termination 59 9.2 73 Section 9.02 Effect of Termination 61 9.3 Amendment 62 9.4 Extension; 75 Section 9.03 Fees and Expenses 75 Section 9.04 Waiver 63 79 ARTICLE X GENERAL PROVISIONS 63 10.1 Notices 63 10.2 Certain Definitions 64 10.3 Terms Defined Elsewhere 68 10.4 Interpretation 73 10.5 80 Section 10.01 Non-Survival of Representations, Warranties, Covenants Representations and Agreements 73 10.6 Miscellaneous 73 10.7 Remedies 74 10.8 Warranties 80 Section 10.02 Actions of Company Parties and Parent Parties 80 Section 10.03 Notices 80 Section 10.04 Severability 81 Section 10.05 Amendment 81 Section 10.06 Entire Agreement; Assignment 74 10.9 Severability 74 82 Section 10.07 Remedies; Specific Performance 82 Section 10.08 Parties in Interest 82 Section 10.09 Governing Law; Forum 82 Section 10.10 Choice of Law/Consent to Jurisdiction 74 Headings 83 Section 10.11 Gender Neutral 75 Counterparts 83 Section 10.12 No Agreement Until Executed 75 10.13 Waiver of Jury Trial 75 EXHIBITS Exhibit 83 EXHIBIT A — Securities Purchase Agreement EXHIBIT B — Knowledge of the Company EXHIBIT C — Knowledge of Parent EXHIBIT D — Form of Company Certificate of Incorporation Exhibit B Rxxx Xxxxx Tax Opinion EXHIBIT E — Form of Company Bylaws Exhibit C Lxxxx Lord Bissell & Liddell Tax Opinion EXHIBIT F — Fidelity Contribution Agreement EXHIBIT G — Disposition Assets EXHIBIT H — Form of Properties Certificate of Incorporation Exhibit D Form of Properties Bylaws Exhibit E Form of Guarantee Exhibit F Form of Tax Opinion of Gxxxxxx Procter LLP Exhibit G Form of REIT Certificate Affiliate Letter EXHIBIT I — Joint Venture Lender Consents AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER MERGER, dated as of February 11, 2008 (the this “Agreement”), dated as of November 9, 2005, is made and entered into by and among Lodge Holdings GMH Communities Trust, a Maryland real estate investment trust (the “Company”), GMH Communities, Inc., a wholly-owned subsidiary of the Company and a Delaware corporation (the “Delaware Company”), GMH Communities, LP, a Delaware limited partnership (the “Company Operating Partnership” and, together with the Company and the Delaware Company, the “Company Parties”), American Campus Communities, Inc., a Maryland corporation (“Parent”), Lodge American Campus Communities Operating Partnership LP, a Maryland limited partnership (the “Parent Operating Partnership”), American Campus Acquisition I Inc.LLC, a Delaware corporation limited liability company and a wholly wholly-owned subsidiary of the Parent Operating Partnership (“Company MergerCo”), Lodge Acquisition II Inc., a Delaware corporation and a wholly owned subsidiary of Company MergerCo (“Properties MergerCo”), La Quinta Corporation, a Delaware corporation (the “CompanyREIT Merger Sub”), and La Quinta Properties, Inc.American Campus Acquisition Limited Partnership LP, a Delaware corporation limited partnership (“Properties” Partnership Merger Sub”, and together with Parent, the CompanyParent Operating Partnership and REIT Merger Sub, the “La Quinta EntitiesParent Parties”).

Conditions to the Mergers. 56 8.1 SECTION 6.01 Conditions to the Obligations of Each Party to Effect the Mergers 56 8.2 67 SECTION 6.02 Additional Conditions to Obligations of ParentGold, Company MergerCo Holdco and Properties MergerCo 57 8.3 Sub 68 SECTION 6.03 Additional Conditions to Obligations of the La Quinta Entities 58 Page Company 68 ARTICLE IX VII TERMINATION, AMENDMENT AND WAIVER 59 9.1 SECTION 7.01 Termination 59 9.2 69 SECTION 7.02 Effect of Termination 61 9.3 71 SECTION 7.03 Amendment 62 9.4 Extension; 74 SECTION 7.04 Waiver 63 74 ARTICLE X VIII GENERAL PROVISIONS 63 10.1 Notices 63 10.2 Certain Definitions 64 10.3 Terms Defined Elsewhere 68 10.4 Interpretation 73 10.5 SECTION 8.01 Non-Survival of Representations, Warranties, Covenants Representations and Agreements 73 10.6 Miscellaneous 73 10.7 Remedies Warranties 74 10.8 SECTION 8.02 Notices 75 SECTION 8.03 Severability 75 SECTION 8.04 Entire Agreement 76 SECTION 8.05 Assignment 74 10.9 Severability 74 10.10 Choice of 76 SECTION 8.06 Parties in Interest 76 SECTION 8.07 Interpretation 76 SECTION 8.08 Governing Law/; Consent to Jurisdiction 74 10.11 Gender Neutral 75 10.12 No Agreement Until Executed 75 10.13 Jurisdiction; Waiver of Trial by Jury Trial 75 EXHIBITS 76 SECTION 8.09 Counterparts 77 SECTION 8.10 Specific Performance 78 SECTION 8.11 Agreements Relating to Financing Sources 78 SECTION 8.12 Non-Recourse to Financing Sources 78 Annex I Defined Terms Exhibit A A-1 Form of Articles of Association of Holdco Merger Surviving Company Certificate Exhibit A-2 Form of Articles of Incorporation Exhibit B Form of Company Bylaws Exhibit C Form of Properties Certificate of Incorporation Exhibit D Form of Properties Bylaws Exhibit E Form of Guarantee Exhibit F Form of Tax Opinion of Gxxxxxx Procter LLP Exhibit G Form of REIT Certificate Merger Surviving Corporation AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”)MERGER, dated as of November 9July 15, 20052014 (this "Agreement"), is made by and among Lodge Holdings Inc.GTECH S.p.A., a Delaware corporation joint stock company organized under the Laws of Italy (“Parent”"Gold"), Lodge Acquisition I Inc.solely with respect to Section 5.02(a) and Article VIII, a Delaware corporation and a wholly owned subsidiary of Parent (“Company MergerCo”), Lodge Acquisition II Inc., a Delaware corporation and a wholly owned subsidiary of Company MergerCo (“Properties MergerCo”), La Quinta GTECH Corporation, a Delaware corporation ("Gold US Sub"), Georgia Worldwide Limited, a private limited company organized under the “Company”Laws of England and Wales ("Holdco"), Georgia Worldwide Corporation, a Nevada corporation and wholly owned by Holdco ("Sub"), and La Quinta Properties, Inc.International Game Technology, a Delaware Nevada corporation (“Properties” the "Company"). Certain capitalized terms used in this Agreement are defined in Annex I and together with the Company, the “La Quinta Entities”).other capitalized terms used in this Agreement are defined elsewhere in this Agreement. RECITALS

Conditions to the Mergers. 56 8.1 71 Section 8.01 Conditions to the Obligations of Each Party to Effect the Mergers 56 8.2 Additional 71 Section 8.02 Conditions to Obligations of Parent, Company MergerCo and Properties MergerCo 57 8.3 Additional Conditions to the Obligations of the La Quinta Entities 58 Page Parent Parties 72 Section 8.03 Conditions to the Obligations of the Company Parties 73 ARTICLE IX TERMINATION, AMENDMENT TERMINATION AND WAIVER 59 9.1 74 Section 9.01 Termination 59 9.2 74 Section 9.02 Effect of Termination 61 9.3 Amendment 62 9.4 Extension; 76 Section 9.03 Fees and Expenses 76 Section 9.04 Waiver 63 80 ARTICLE X GENERAL PROVISIONS 63 10.1 Notices 63 10.2 Certain Definitions 64 10.3 Terms Defined Elsewhere 68 10.4 Interpretation 73 10.5 80 Section 10.01 Non-Survival of Representations, Warranties, Covenants Representations and Agreements 73 10.6 Miscellaneous 73 10.7 Remedies 74 10.8 Warranties 80 Section 10.02 Actions of Company Parties and Parent Parties 80 Section 10.03 Notices 81 Section 10.04 Severability 82 Section 10.05 Amendment 82 Section 10.06 Entire Agreement; Assignment 74 10.9 Severability 74 82 Section 10.07 Remedies; Specific Performance 82 Section 10.08 Parties in Interest 83 Section 10.09 Governing Law; Forum 83 Section 10.10 Choice of Law/Consent to Jurisdiction 74 Headings 83 Section 10.11 Gender Neutral 75 Counterparts 83 Section 10.12 No Agreement Until Executed 75 10.13 Waiver of Jury Trial 75 EXHIBITS Exhibit 83 EXHIBIT A – Securities Purchase Agreement EXHIBIT B – Knowledge of the Company EXHIBIT C – Knowledge of Parent EXHIBIT D – Form of Company Certificate of Incorporation Exhibit B Xxxx Xxxxx Tax Opinion EXHIBIT E – Form of Company Bylaws Exhibit C Xxxxx Lord Bissell & Liddell Tax Opinion EXHIBIT F – Fidelity Contribution Agreement EXHIBIT G – Disposition Assets EXHIBIT H – Form of Properties Certificate of Incorporation Exhibit D Form of Properties Bylaws Exhibit E Form of Guarantee Exhibit F Form of Tax Opinion of Gxxxxxx Procter LLP Exhibit G Form of REIT Certificate Affiliate Letter EXHIBIT I – Joint Venture Lender Consents AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER MERGER, dated as of February 11, 2008 (the this “Agreement”), dated as of November 9, 2005, is made and entered into by and among Lodge Holdings GMH Communities Trust, a Maryland real estate investment trust (the “Company”), GMH Communities, Inc., a wholly-owned subsidiary of the Company and a Delaware corporation (the “Delaware Company”), GMH Communities, LP, a Delaware limited partnership (the “Company Operating Partnership” and, together with the Company and the Delaware Company, the “Company Parties”), American Campus Communities, Inc., a Maryland corporation (“Parent”), Lodge American Campus Communities Operating Partnership LP, a Maryland limited partnership (the “Parent Operating Partnership”), American Campus Acquisition I Inc.LLC, a Delaware corporation limited liability company and a wholly wholly-owned subsidiary of the Parent Operating Partnership (“Company MergerCo”), Lodge Acquisition II Inc., a Delaware corporation and a wholly owned subsidiary of Company MergerCo (“Properties MergerCo”), La Quinta Corporation, a Delaware corporation (the “CompanyREIT Merger Sub”), and La Quinta Properties, Inc.American Campus Acquisition Limited Partnership LP, a Delaware corporation limited partnership (“Properties” Partnership Merger Sub”, and together with Parent, the CompanyParent Operating Partnership and REIT Merger Sub, the “La Quinta EntitiesParent Parties”).