Common use of Purchaser’s Conditions to Closing Clause in Contracts

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. 1. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT Exhibit B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT Exhibit A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii2. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii3. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICERAuthorized Officer"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT Exhibit C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv4. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT Exhibit D. v. 5. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. (i) An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT Exhibit B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity)Note, duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT Exhibit A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; (ii. ) The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; (iii. ) A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICERAuthorized Officer"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, Exhibit C to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and (iv. ) An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT Exhibit D. v. (v) A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. (c) The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT Exhibit B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT Exhibit A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICERAuthorized Officer"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT Exhibit C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT Exhibit D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. (i) An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT Exhibit B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity)Note, duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT Exhibit A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; (ii. ) The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; (iii. ) A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICERAuthorized Officer"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT Exhibit C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and (iv. ) An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT Exhibit D. v. (v) A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. (c) The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations Subject to the provisions of the Purchaser this Section 9.1, Purchaser’s obligation to close each Property under this Agreement Agreement, on a Property-by-Property basis, shall be subject to and conditioned upon the satisfaction, on or prior to the Closing Date, fulfillment of each and all of the following conditionsconditions precedent: A. The obligations (a) All of the Seller documents required to be performed delivered by it on or prior the applicable Seller to Purchaser at the Closing Date pursuant to the terms of this Agreement and conditions hereof shall have been duly performed and complied with and all delivered; (b) Each of the representations and warranties Seller’s Representations of the applicable Seller under this Agreement shall be true and correct as of the date hereof and in all material respects as of the Closing Date, and no event ; (c) The applicable Seller shall have occurred whichcomplied with, with notice fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by such Seller hereunder; (d) None of the passage applicable Seller nor any of timesuch Seller’s general partners, members, shareholder, or both, would constitute owners shall be a default under this Agreement, and the Purchaser debtor in any bankruptcy proceeding nor shall have received been in the last six (6) months a certificate debtor in any bankruptcy proceeding; and (e) The Title Insurer shall be prepared to that effect signed by an Authorized Officer (as defined below) issue the Title Policy for such Property, subject to no exceptions other than Permitted Exceptions. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close any of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms Properties except as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions expressly set forth in EXHIBIT A attached heretothis Section 9.1. If any condition set forth in this Section 9.1 is not met, which assignment or assignments and Mortgage Note Purchaser may (or lost note affidavit and indemnitya) shall be delivered to and held by the Purchaser or its agent on behalf waive any of the foregoing conditions and proceed to Closing on that Property on the Closing Date with no offset or deduction from the Purchase Price for such Property, or (b) notify Sellers’ Representative (a “Termination Notice”) in writing of Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as ’s decision to terminate this Agreement for the Property for which there was such a failure of condition and receive a return of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as Applicable Share of the Deposit, plus Return on Deposit on such Applicable Share, in which event Purchaser shall receive a credit at Closing Date, substantially against the Base Purchase Price for the remaining Properties in the form attached hereto as EXHIBIT C, an amount equal to the parties hereto, and attached thereto copies Applicable Share of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth Deposit allocated to such terminated Assumption Property and, if such failure of condition is due to an intentional default by any Seller hereunder, payment of the verbal assurances from the appropriate regulatory authorities Termination Fee described in Section 11.2(a) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certificationother remaining Properties, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any including delivery of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPurchase Price therefor). C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. (i) An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity)Note, duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; (ii. ) The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; (iii. ) A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, C to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and (iv. ) An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. (v) A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. (c) The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser Purchaser’s obligation to close under this Agreement Contract for a particular Property shall be subject to and conditioned upon the satisfaction, on or prior to the Closing Date, fulfillment of the following conditionsconditions precedent with respect to such Property: A. The obligations 8.1.1 All of the Seller documents required to be performed delivered by it on or prior Sellers to Purchaser at the Closing Date pursuant to the terms of this Agreement and conditions hereof shall have been duly performed and complied with and all delivered; 8.1.2 Each of the representations and warranties of the Seller under this Agreement Seller’s Representations shall be true and correct as of the date hereof and in all material respects as of the Closing Date; 8.1.3 Each Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by such Seller hereunder; and 8.1.4 Neither Seller nor any of Seller’s general partners shall be a debtor in any bankruptcy proceeding nor shall have been in the last six (6) months a debtor in any bankruptcy proceeding, and no event there shall have occurred not be any pending litigation which, with notice or the passage of time, or bothif adversely determined, would constitute a default under restrain the consummation of any of the transactions contemplated by this AgreementContract or declare illegal, and invalid or nonbinding any of the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) covenants or obligations of the Seller.; B. The 8.1.5 With respect to each Assumption Property, provided that Purchaser or has complied with the Purchaser's document custodian terms of Section 4.6, the applicable Loan Assumption and Release for the applicable Assumption Property shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof:occurred; i. An assignment or assignments of the Mortgage Loans 8.1.6 With respect to the Purchaser substantially in Loan Properties, provided that Purchaser has complied with the form attached hereto as EXHIBIT B with terms of Section 4.7, Purchaser’s Lender is committed to fund the Purchaser’s Loan for the applicable Purchaser Loan Property; and 8.1.7 With respect to each AIMCO Loan Property, the AIMCO Lender shall be ready, willing and able to fund the AIMCO Loan for such changes as are required to adapt the assignment AIMCO Loan Property. Notwithstanding anything to the proper form in the jurisdiction where the related Mortgage Property is locatedcontrary, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, there are no other conditions to the Purchaser, in each case in accordance with the instructions ’s obligation to Close except as expressly set forth in EXHIBIT A attached heretothis Section 8.1. If any condition set forth in Sections 8.1 is not met, which assignment or assignments and Mortgage Note Purchaser may (or lost note affidavit and indemnitya) shall be delivered to and held by the Purchaser or its agent on behalf waive any of the Purchaser; iiforegoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price for any Property except as otherwise provided under Section 7.5 and Article XI hereof, or (b) deliver a Termination Notice to Seller’s Representative for the Property for which there was such a failure of condition and, if such failure constitutes a default by Seller, exercise any of its remedies under Section 10.2. The Mortgage Loan Schedule prepared termination of this Contract by Purchaser dated as of pursuant to this Section 8.1 must be exercised by written notice from Purchaser to Sellers’ Representative by 12:00 p.m. on the related Closing Date and attached hereto; iiifor such Property. A certificate signed by an officerIf Purchaser issues a Termination Notice pursuant to this Section 8.1, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as then the provisions of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities Section 13.33 shall apply with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel Property(ies) identified in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personTermination Notice. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. (i) An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; (ii. ) The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; (iii. ) A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and (iv. ) An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. (v) A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. (c) The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser Purchaser’s obligation to close under this Agreement Contract, shall be subject to and conditioned upon the satisfaction, on or prior to the Closing Date, fulfillment of each and all of the following conditionsconditions precedent: A. The obligations 8.1.1 All of the Seller documents required to be performed delivered by it on or prior Seller to Purchaser at the Closing Date pursuant to the terms of this Agreement and conditions hereof shall have been duly performed and complied with and all delivered; 8.1.2 Each of the representations and warranties of the Seller under this Agreement Seller’s Representations shall be true and correct as of the date hereof and in all material respects as of the Closing Date, and no event ; 8.1.3 Seller shall have occurred whichcomplied with, with notice or the passage of time, or both, would constitute a default under this Agreement, fulfilled and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) performed in all material respects each of the Seller. B. The Purchaser covenants, terms and conditions to be complied with, fulfilled or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed performed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcominghereunder; and iv8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable Notwithstanding anything to the contrary, there are no other conditions on Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject ’s obligation to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions Close except as expressly set forth in this Agreement Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Purchaser Deposit from the Escrow Agent, or (ii) waive such condition and its attorney may reasonably requestproceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each (i) Each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT Exhibit A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; (ii. ) The Mortgage Loan Schedule prepared by Purchaser Seller dated as of the related Closing Date and attached hereto; (iii. ) A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICERAuthorized Officer"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT Exhibit C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and (iv. ) An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT Exhibit D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. (c) The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. (i) An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; (ii. ) The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; (iii. ) A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and (iv. ) An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. (c) The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligation of the Purchaser to consummate the transactions, and the obligations of the Purchaser Guarantors to fulfill their obligations under the Guarantees contemplated by this Agreement shall be is, unless waived by Purchaser, subject to the satisfactionfulfillment, on or prior to before the Closing DateClosing, of each of the following conditions: A. The obligations (a) No injunction or restraining order shall be in effect which prohibits, restricts or enjoins, and no suit, action or proceeding shall be pending which seeks to prohibit, restrict, enjoin, nullify, seek material damages with respect to or otherwise materially adversely affect the consummation of the transactions contemplated hereby other than those set forth on Schedule 3.7; (b) All covenants of Seller required under this Agreement to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects, except to the extent attributable to actions expressly permitted or consented to by Purchaser in writing; (c) Purchaser shall have received a certificate, executed by the President and complied with Secretary of Seller (effective as of the Closing), and all in form and content reasonably acceptable to Purchaser, certifying the truth and accuracy of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the contained herein; (d) Purchaser shall have received from each of Seller and the Company a certificate from the Department of State of the State of Delaware to the effect that effect each of Seller and the Company is in good standing in such state; (e) The Bankruptcy Court Approval Order shall have been entered; all material statutory requirements for the valid consummation by Seller of the transactions herein described shall have been fully and timely satisfied; all material authorizations, approvals or waivers of any federal or state regulatory body shall have been obtained in order to permit consummation by Seller of the transactions herein described, and/or to permit Purchaser to assume the Business at the Closing; and no action or proceeding to suspend, revoke, cancel, terminate, modify or alter any of such authorizations, approvals or waivers shall be pending; (f) Purchaser shall have received all certificates, instruments, agreements, Property in Seller's possession (as described in Section 2.5(b)(iii)) and other documents to be delivered by Seller at or before Closing as provided in this Agreement, including a certificate signed by an Authorized Officer officer of Seller confirming the matters set forth in paragraphs (a), (b) and (e) (other than with respect to the Bankruptcy Court Approval Order) above; (g) Purchaser has received such documentation as defined below) may be necessary to establish that Purchaser is not required to withhold any portion of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all Purchase Price pursuant to Section 1445 of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments United States Internal Revenue Code of the Mortgage Loans to the Purchaser 1986 (substantially in the form attached hereto as EXHIBIT B with such changes as of Exhibit H hereto); (h) Purchaser shall have received releases from all guarantees by the Company (all of which are required set forth on Schedule IX(h) hereto) including but not limited to adapt the assignment those related to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note employment agreement of Donald J. Amoruso with Seller (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT Cxx Xxxxxxx X xxxxto) and the engagement agreement of Gordian Group, to L.P. with Seller (substantially in the parties form of Exhibit J hereto, and attached thereto copies of the charter and by-laws ) and a Good Standing Certificate or a memorandum setting forth the verbal assurances release from the appropriate regulatory authorities employment agreement with respect Gerald K. Sandler (substantially in the form of Exhibit K herxxx); (i) Seller shall tender to Purchaser certificates representing the Seller will be immediately forthcomingStock duly endorsed and in form for transfer to Purchaser or accompanied by stock powers endorsed in blank; and iv. An opinion (j) Purchaser shall have received all the documentation required to be delivered to it pursuant the provisions of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certificationAgreement, in a form acceptable and content reasonably satisfactory to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably requestcounsel.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. (i) An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; (ii. ) The Mortgage Loan Schedule prepared by Purchaser Seller dated as of the related Closing Date and attached hereto; (iii. ) A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and (iv. ) An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. (c) The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. (i) An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT Exhibit B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT Exhibit A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; (ii. ) The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; (iii. ) A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICERAuthorized Officer"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT Exhibit C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and (iv. ) An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT Exhibit D. v. (v) A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. (c) The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each (i) Each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT Exhibit A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; (ii. ) The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; (iii. ) A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICERAuthorized Officer"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT Exhibit C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and (iv. ) An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT Exhibit D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. (c) The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. (i) An assignment or assignments of the Mortgage Loans to the Purchaser or its designee substantially in the form attached hereto as EXHIBIT Exhibit B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT Exhibit A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; (ii. ) The Mortgage Loan Schedule prepared by Purchaser the Seller dated as of the related Closing Date and attached hereto; (iii. ) A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICERAuthorized Officer"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT Exhibit C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and (iv. ) An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT Exhibit D. v. (v) A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. (c) The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of Purchaser’s obligation to consummate the Purchaser under this Agreement Transactions shall be subject to and conditioned upon the satisfactionsatisfaction and fulfillment of the following conditions precedent, provided Purchaser may, at its sole option, waive any or all of these conditions, in whole or in part, in writing or otherwise as provided in this Agreement: 8.1.1 All of the documents required to be delivered by or on behalf of Seller and/or Existing Operator to Purchaser at the Closing pursuant to the terms and conditions of Section 5.2 shall have been delivered in accordance with the terms thereof; 8.1.2 Each of Seller’s Representations shall be true and correct in all material respects (except those representations and warranties which are qualified as to materiality, which shall be true and correct in all respects) on and as of the Closing Date, with the same effect as though made on such date; 8.1.3 Subject to Purchaser’s payment of all title insurance premiums and fees, the Title Company is irrevocably committed to issue a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Land and Improvements in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates, Purchaser’s good and marketable title in fee simple to the Land and Improvements and otherwise in such form and with such endorsements as provided in the title commitment approved by Purchaser pursuant to this Agreement, subject only to the Permitted Exceptions; 8.1.4 Seller and each other Sale Participant shall have performed, in all material respects, each of the covenants to be performed hereunder or under any other Transaction Document to which such Person is a party or otherwise bound on or prior to the Closing Date; 8.1.5 Neither Seller nor Existing Operator shall have filed for protection under applicable bankruptcy or insolvency Laws or otherwise be a debtor in any bankruptcy proceeding; 8.1.6 There shall not be in force any order, decree, judgment or injunction of any Governmental Authority enjoining or prohibiting the consummation of the following conditions: A. The Transactions or declaring illegal, invalid or nonbinding any of the material covenants or obligations of the Seller required to or Existing Operator hereunder; and there shall not be performed by it on or prior any pending litigation or, to the Closing Date pursuant to Knowledge of Purchaser, Seller or Existing Operator, any litigation threatened in writing, which, if adversely determined, would restrain the terms consummation of this Agreement shall have been duly performed and complied with and all any of the representations and warranties Transactions or declare illegal, invalid or nonbinding any of the material covenants or obligations of the Seller under this Agreement shall be true and correct as or Existing Operator hereunder; 8.1.7 None of the date hereof and as of the Closing Date, and no event following shall have occurred whichoccurred: (i) receipt by Seller, with Existing Operator or Purchaser of notice from AHCA or the passage other Governmental Authority of timea termination, revocation, rescission, suspension, or bothrefusal to renew any Operating License or other Healthcare Approval or material Permit, would constitute (ii) receipt by Seller, Existing Operator or Purchaser of notice from AHCA of a default under this Agreement, and so-called “fast-track” decertification or a survey finding of immediate jeopardy at either Facility; or (iii) the imposition of a ban on admissions to either Facility; 8.1.8 Purchaser shall have received a certificate obtained the Healthcare Approvals in form and substance reasonably acceptable to that effect signed by an Authorized Officer (as defined below) Purchaser, and Seller shall have provided AHCA written notices of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all transactions and changes of the following closing documents, in such forms as are agreed upon ownership and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case operations contemplated hereby in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held last sentence of Section 7.2; 8.1.9 The closing of the transactions contemplated by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of Separate PSA shall have occurred simultaneously with the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in under this Agreement as the Purchaser and its attorney may reasonably request.Agreement;

Purchaser’s Conditions to Closing. The obligations obligation of Purchaser to consummate the Purchaser under this Agreement Closing shall be subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditions, any or all of which may be waived in whole or in part by Purchaser: A. The obligations 6.1.1. Each of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the Seller’s representations and warranties of the Seller under set forth in this Agreement (as deemed to have been modified by the second sentence of Section 5.4) shall be true and correct as of the date hereof and in all material respects as of the Closing DateDate (provided that if any representation and warranty speaks as of a particular date or period, it will continue to speak as of such date or period). An inaccuracy in Seller’s representations and no event warranties shall have occurred which, with notice or be deemed to be material if it (a) materially adversely affects Seller’s ability to proceed to the passage of time, or both, would constitute a default Closing under this Agreement, or (b) requires a modification to Seller’s representations and warranties that, in the aggregate with all such modifications or updates, has a material adverse effect on the value or operations of any Hotel. 6.1.2. Seller shall have performed all of its material obligations under this Agreement required to have been performed at or prior to the Closing. 6.1.3. Title Company shall be prepared to issue to Purchaser, immediately upon consummation of the Closing, an ALTA 2006 Owner’s Policy of Title Insurance or Leasehold Policy of Title Insurance, as applicable, for each Hotel subject only to the Permitted Exceptions in an amount equal to the portion of the Purchase Price that is allocable to the real property comprising such Hotel. 6.1.4. At or prior to Closing, each Franchisor shall have executed and delivered a New Franchise Agreement with respect to each Hotel, and if, applicable, waived any right of first refusal it may have under the existing Franchise Agreement. 6.1.5. GECC shall have issued the GECC Approval, and, to the extent applicable, GECC shall have executed the Loan Assumption Documents. 6.1.6. Ground Lessor shall have executed and delivered the Ground Lessor Consent and the Ground Lessor Estoppel showing no defaults. 6.1.7. Purchaser shall have received the Other Estoppel Certificates in form reasonably satisfactory to Purchaser (or Seller shall have delivered a certificate to that effect signed by an Authorized Officer (as defined below) substitute form of the Sellersame). B. The Purchaser or the Purchaser's document custodian 6.1.8. Manager shall have received, terminated (or the Purchaser's attorney shall have received in escrow, all will terminate effective upon Closing) each of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personExisting Management Agreements. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall not be subject obligated to the satisfaction, on or prior to effect the Closing Date, until the fulfillment (or written waiver by Purchaser) of all of the following conditions: A. The obligations of the (a) Seller required to be performed by it on or prior shall have delivered to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all Title Company each of the following closing documentsitems: (i) fully executed Deed, in such forms as are agreed upon Lease Termination and acceptable to the Purchaser, all other Transaction Documents; (ii) a duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially FIRPTA affidavit from Seller in the form attached hereto as EXHIBIT B with such changes as are Exhibit D (“Non-Foreign Seller Certificate”); (iii) other documents that may be required by the Title Company for issuance of the Title Policy; (iv) a closing settlement statement reflecting the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement; (v) all documents required to adapt be delivered by this Agreement and the assignment other Transaction Documents with respect to the proper form Property; and (vi) such further documents as reasonably may be required in order to fully and legally effect the jurisdiction where Transaction. (b) Purchaser shall have received the related Mortgage Property is located, Title Commitment and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or the Title Company’s irrevocable commitment to insure title by facsimile, without recourse, to means of the PurchaserTitle Policy, in each case form and substance acceptable to Purchaser. (c) Purchaser’s lender shall have received from the Title Company an irrevocable commitment to issue an ALTA lender’s policy of title insurance, in form and substance acceptable to Purchaser’s lender. (d) Purchaser’s lender shall have funded the Loan. (e) The Transaction shall have been approved by Purchaser’s board of directors. (f) The acceptance of the Transfer Instructions by Transfer Agent. Upon the fulfillment or Purchaser’s written waiver of all of the above conditions, Purchaser shall deposit the Purchase Price with the Title Company for payment to Seller and the Closing of the Transaction shall occur in accordance with the instructions set forth in EXHIBIT A attached heretoterms and conditions of this Agreement. Unless otherwise dated, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) all of the documents to be delivered at Closing shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be hereunder are subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditionsconditions at or before Closing, the occurrence of which may, at the option of Purchaser, be waived: A. The obligations of (a) Purchaser’s Lenders shall have completed their due diligence to their satisfaction during the Seller required to be performed by it on or prior Due Diligence Period and shall not have issued a timely Defect Notice which has not been reasonably cured; (b) Purchaser shall have received the Tax Certificates from the states where the Restaurants are located; (c) Subject to the Closing Date pursuant to matters disclosed herein and the terms of exhibits and schedules hereto and the other limitations contained in this Agreement shall have been duly performed and complied with and Agreement, all of the representations and warranties of the Seller under Group in this Agreement shall be true and correct as of the date hereof in all material respects on and as of the Closing; (d) Seller Group shall have performed and complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by Seller Group prior to or on the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the ; (e) Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) obtained, either from Seller Group or directly from the issuing authority, all material permits, licenses, and approvals of all governmental and quasi-governmental authorities necessary for the operation of the Seller.Restaurants in accordance with franchise requirements; B. The (f) Purchaser or the Purchaser's document custodian shall have receivedobtained the requisite Consents and, or to the Purchaser's attorney shall have received extent any additional terms not in escrowthe original contract are required by the consenting party, all of the following closing documents, in such forms as are agreed upon and those additional terms must be reasonably acceptable to the PurchaserPurchaser or, duly executed by all signatories other than if any Lessor refuses to consent to the Purchaserassignment of a Lease, as required Seller and Purchaser shall have reached an agreement pursuant to Section 1.1(ix); (g) If applicable, either the respective terms thereof: i. An assignment HSR Act shall be waived or assignments the waiting period under the HSR Act shall have expired or a notification of early termination of the Mortgage Loans waiting period shall have been received by Purchaser; (h) Seller Group shall have delivered the items required by Section 2.4(a) and 4.4(c); (i) Seller Group shall not have filed for, or sought, relief as a debtor under any state receivership laws or federal bankruptcy laws; and (j) Seller Group shall have delivered to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment an opinion from counsel to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER")Seller Group, dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.Exhibit G.

Purchaser’s Conditions to Closing. The obligations of Purchaser’s obligation to close is contingent upon the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, satisfaction of the following conditions, any of which may be waived in writing by Purchaser, except (d) below, in whole or in part: A. The obligations (a) Seller’s delivery of good and insurable fee simple title to the Seller required Property at Closing, subject only to the Permitted Title Exceptions; such performance to be performed evidenced by it on or prior Purchaser’s ability to obtain (upon delivery of Purchaser’s Closing Items and payment of all applicable title insurance premiums and expenses) the Closing Date pursuant to Title Policy in the terms of this Agreement shall have been duly performed form contemplated by Section 8.2(d) hereof; (b) Seller’s warranties and complied with and all of the representations and warranties of the Seller under this Agreement set forth herein shall be true and correct accurate as of the date hereof of Closing; (c) Seller shall have fully and completely performed all terms, covenants, conditions, and agreements required by this Agreement when and as required; (d) from and after the expiration of the Closing DateInspection Period, and no event there shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities no material adverse change with respect to the physical condition of the Property, nor shall any governmental authority having jurisdiction over the Property have taken any action which could have a material and adverse effect on Purchaser’s ability to develop the Property for Purchaser’s intended use (including without limitation, changes in the zoning classification of the Property and imposition of a sewer or development moratorium applicable to the Property); (e) satisfaction by Seller will be immediately forthcomingof the Entitlement Conditions ; and iv. An opinion (f) resolution by Purchaser of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable all material issues relating to the PurchaserArts Council, executed by Inc. and the appropriate mortgagee or secured partydevelopment, if operation and management of the Project. If any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions precedent set forth in this Section 8.7 shall not be satisfied on the scheduled Closing Date, then Purchaser shall be entitled, at Purchaser’s option, (i) to waive any such condition(s) precedent (in Purchaser’s sole discretion) and proceed to Closing, (ii) to delay Closing for a reasonable period of time (not in excess of 120 days) in order to satisfy (or allow Seller to satisfy, as applicable) such condition(s) precedent, or (ill) to terminate this Agreement as upon written notice to Seller, whereupon Seller will refund the Exxxxxx Money to Purchaser in full, this Agreement shall terminate, and the parties shall have no further rights or obligations hereunder, except for such rights and obligations which expressly survive the termination hereof; provided however, if the failure of any such condition precedent is the result of any default by Seller (after the expiration of any notice and cure period), then Purchaser shall be entitled to exercise all of its attorney may reasonably requestrights and remedies under Section 11.1 hereof.

Purchaser’s Conditions to Closing. The obligations of Purchaser’s obligation to close the Purchaser transactions contemplated under this Agreement shall be is subject to the satisfactionfulfillment on or prior to the Closing Date of each of the following conditions precedent (except to the extent that the Purchaser agrees in writing to waive one or more of such conditions): (a) the representations and warranties of the Vendor made in this Agreement will be, and the Vendor will at Closing have certified in writing to the Purchaser that the said representations and warranties are, true and correct in all material respects as of the Execution Date and on and as of the Closing Date, as though made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time) and except to the extent resulting from matters occurring during the Interim Operations Period and that are disclosed to the Purchaser; (b) there will not be any third party judicial restraining order or injunction, preliminary or otherwise, in effect prohibiting the Closing of the transactions contemplated by this Agreement; (c) at or prior to Closing, the Vendor shall deliver to the Purchaser, any releases and registerable discharges (requested by the Purchaser within a reasonable time prior to the Closing Date) in a form satisfactory to Purchaser, of any adverse liens and encumbrances that are not Permitted Encumbrances and relate to security held by any Person against the Assets or any part or portion thereof, but excluding any liens or encumbrances relating to the Assumed Liabilities, or if the Vendor is unable to do so by Closing, the Vendor shall deliver a written undertaking to the Purchaser stating that the Vendor shall obtain such releases or discharges shortly after Closing; (d) the Vendor will have complied in all material respects with all of the Vendor’s covenants, agreements and conditions required by this Agreement to be performed or complied with by the Vendor on or prior to the Closing Date, ; and (e) all rights of first refusal and similar preferential rights to purchase as further referred to in Article 6 shall either have been exercised upon or waived or lapsed by the following conditions: A. The obligations passage of the Seller required to be performed by it on or time prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the SellerClosing. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations Purchaser shall not be obligated to close and fund the Transaction until the fulfillment (or written waiver by Purchaser) of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, all of the following conditions: A. The obligations (a) Purchaser shall have received and approved all of the Seller items and materials as provided in Article II hereof. (b) Purchaser shall have inspected and approved the Properties as provided in Article II. (c) Seller, Lessee and Guarantor, as appropriate, shall have delivered to Purchaser or the Title Company, as applicable, the following items: (i) The Deeds, pursuant to which the Properties are conveyed to Purchaser, free of all Liens, restrictions encroachments and easements, except the Permitted Encumbrances; (ii) Such documents evidencing the legal status and good standing of Seller, Lessee and Guarantor that may reasonably be required by Purchaser and/or the Title Company for issuance of the Title Policies, including, without limitation, certificates of good standing; (iii) Fully executed originals of (A) the Lease Agreements, together with fully executed originals of the memoranda thereof (each, a “Memorandum of Lease” and collectively, the “Memoranda of Lease”), and (B) an Assignment of Warranties in the form of Exhibit D attached hereto (the “Assignment of Warranties”), and (C) all of the other Transaction Documents, including without limitation, the Guaranty; (iv) Certificates evidencing the insurance coverage, limits and policies to be performed carried by it on or prior to the Closing Date Lessee under and pursuant to the terms of this Agreement shall have been duly performed the Lease Agreements, on the forms and complied with and all of containing the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed information required by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant landlord (“Lease Proof of Insurance”); (v) Evidence satisfactory to Purchaser that the respective terms thereof: i. An assignment or assignments locations of the Mortgage Loans Properties are not within the 100-year flood plain or identified as a “Special Flood Hazard Area” by the Federal Emergency Management Agency, or if the Properties are in such a Special Flood Hazard Area, evidence of flood insurance maintained on the Properties in amounts and on terms and conditions satisfactory to Purchaser; (vi) A certificate of an officer, manager or general partner, as applicable, of each of Seller, Lessee and Guarantor, together with copies of each entity’s (1) articles of organization or certificate of formation, as applicable, amended to date; (2) operating agreement, bylaws or partnership agreement, as applicable, amended to date; (3) resolutions authorizing the Transaction and the execution of this Agreement and the other Transaction Documents, and identifying the Person(s) authorized to execute this Agreement and the other Transaction Documents; and (4) original certificates of good standing or similar documents from the states in which each entity was organized or formed, and original certificates of qualification or similar documents from the states where the Properties are located; (vii) An Opinion of Counsel, addressed to Purchaser substantially and Purchaser’s financial institution, if any, and their respective successors and assigns; (viii) A duly executed affidavit from Seller stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and 1984 Tax Reform Act, in the form attached hereto as EXHIBIT B with such changes as are Exhibit C (“Non-Foreign Seller Certificate”); (ix) If applicable and reasonably requested by Purchaser, appropriate subordination and nondisturbance agreements; (x) Closing settlement statements approved by Seller and Purchaser to reflect the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement; (xi) To the extent not previously provided, the most recent financial statements available for Seller, Lessee and Guarantor; (xii) All documents required to adapt be delivered by this Agreement and the assignment other Transaction Documents; and (xiii) Such further documents as reasonably may be required in order to fully and legally close this Transaction, including any required assignments and assumptions of operating agreements related to the proper form Properties. (d) Purchaser shall have received the Title Commitments and the Title Company’s irrevocable commitment to insure title by means of the Title Policies which shall (i) subject to Section 5.01(c)(i), show good and marketable title in Seller, (ii) be in an aggregate amount equal to the Purchase Price, (iii) commit to insure Purchaser’s fee simple ownership in the jurisdiction where the related Mortgage Property is locatedProperties subject only to Permitted Encumbrances, and each original Mortgage Note (or lost note affidavit and indemnityiv) contain such endorsements as Purchaser may require. (e) Purchaser’s lender, if any, shall have received from the Title Company an irrevocable commitment to issue ALTA lender’s policies of title insurance which shall (i) be in an amount not in excess of the Purchase Price; (ii) insure title by means of an ALTA extended coverage policy of title insurance, (iii) subject to Section 5.01(c)(i), show good and marketable title in Seller, (iv) commit to insure lender’s interest in the Properties subject only to Permitted Encumbrances, and (v) contain such endorsements as such lender may require. (f) Purchaser shall have determined, in its sole discretion, that no conditions exist regarding the Properties, Seller, Lessee, Guarantor, or any principals thereof, or any Person or party contributing to the operating income and operations of the Properties, or the financial markets that could reasonably be expected to cause the rents and any other payments due under the Lease Agreements to become delinquent or to adversely affect the value or marketability of the Transaction or the Properties, or cause prospective investors to regard the Transaction or any security derived in whole or in part therefrom as an unacceptable investment. There shall have been no material adverse change in the financial condition of Seller, Lessee, Guarantor or the Properties from the Effective Date. (g) All (i) representations and warranties of Seller set forth herein shall have been true and correct in all respects when made, and (ii) all covenants, agreements and conditions required to be performed or complied with by Seller prior to or at the time of Closing in connection with the Transaction shall have been duly endorsed originally performed or complied with by facsimileSeller prior to or at such time or waived in writing by Purchaser. (h) No event shall have occurred or condition shall exist which would, without recourseupon the Closing Date, or, upon the giving of notice and/or passage of time, constitute a breach or default hereunder or under any other Transaction Document, or any other agreements between or among Purchaser, Seller, Lessee or Guarantor. (i) Seller and Lessee shall have caused all leases and, unless otherwise agreed to in writing by Purchaser, all subleases of any or all of the Properties and any other documents affecting the Properties existing at Closing, at Purchaser’s sole option, to be cancelled as of the Closing Date or subordinated to the Lease Agreements pursuant to subordination agreements in form and substance satisfactory to Purchaser. Upon the fulfillment or Purchaser’s written waiver of all of the above conditions, in each case Purchaser shall deposit funds necessary to close this Transaction with the Title Company and this Transaction shall close in accordance with the instructions set forth in EXHIBIT A attached heretoterms and conditions of this Agreement. Unless otherwise agreed, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) all of the documents to be delivered at Closing shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be hereunder are subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditionsconditions at or before Closing, the occurrence of which may, at the option of Purchaser, be waived: A. The obligations of the Seller required to be performed by it on or prior (a) Subject to the Closing Date pursuant matters disclosed in the Disclosure Memorandum as supplemented by Seller from time to the terms of this Agreement shall have been duly performed and complied with and time, all of the representations and warranties of the Seller under in this Agreement shall be true in all material respects on and correct as of the date hereof Closing. (b) Any supplement to the Disclosure Memorandum delivered by Seller shall not reflect in Purchaser's reasonable judgment any material adverse change in the Assets or the Business. (c) Seller shall have performed and as complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by Seller prior to or on the Closing Date. (d) Seller shall have obtained and delivered to Purchaser all Consents necessary to transfer and assign the Assets to Purchaser. (e) Purchaser and Franchisor shall have entered into a franchise agreement with respect to each Restaurant and development agreements with respect to each ADI in the Territory. (f) Purchaser shall have obtained, either from Seller or directly from the issuing authority, all permits, licenses, including liquor licenses, and approvals of all governmental and quasi-governmental authorities necessary for the operation of the Restaurants in accordance with franchise requirements; provided, however, that if Purchaser is unable to obtain from local municipal or county authorities a permit necessary for such operation of the Restaurants, and Purchaser reasonably believes that it will be able to obtain such a permit within two months of the Closing Date, and no event shall have occurred which, with notice Closing of the transactions contemplated hereunder will not be delayed if Seller delivers to Purchaser a duly executed liquor license management agreement or the passage of time, or both, would constitute a default under this Agreement, and the agreements. (g) Purchaser shall have received a certificate obtained the financing described on Exhibit E upon terms and conditions reasonably acceptable to that effect signed by an Authorized Officer Purchaser or other financing reasonably acceptable to Purchaser. (as defined belowh) Purchaser shall have been issued the Title Policies. (i) There shall be no Material Adverse Change in the financial condition of the Seller. B. The Purchaser Restaurants. As used herein, the term "Material Adverse Change" shall mean a decrease in sales of all Restaurants in the aggregate in an amount equal or more than 10% during the Purchaser's document custodian shall have received, or period from the Purchaser's attorney shall have received in escrow, all of date hereof through the following closing documents, in such forms as are agreed upon and acceptable Closing Date relative to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personsame period during 1997. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, or such other date specified herein, of the following conditions: A. (a) The obligations of the Mortgage Loan Seller required to be performed by it on at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) authorized officer of the Mortgage Loan Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney its designee shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser and in form and substance satisfactory to the Purchaser, the Underwriter and their respective counsel, duly executed by all signatories other than the Purchaser, Purchaser as required pursuant to the respective terms thereof: i. An assignment or assignments of the (i) with respect to each Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where Loan, the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached heretoFile, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) File shall be delivered to and held by the Purchaser or its agent Trustee on behalf of the Purchaser; (ii. The ) the final Mortgage Loan Schedule prepared by Purchaser dated attached hereto as of the related Closing Date and attached heretoExhibit B; (iii. A certificate signed by ) an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), 's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B; (iv) an opinion of Xxxxxx X. Xxxxxxxxx, vice president and counsel to the Mortgage Loan Seller, substantially in the form attached hereto as EXHIBIT Exhibit C; (v) the Pooling and Servicing Agreement and all documents required to be delivered pursuant thereto; (vi) such other documents, certificates and opinions as may be necessary to secure for the parties heretoCertificates the following ratings from Xxxxx'x Investors Services, Inc. ("Moody's") and attached thereto copies Standard & Poor's Ratings Services, a division of the charter and byXxXxxx-laws Xxxx Companies, Inc. ("S&P"): for the Class A-1 Certificates, a "Aaa" rating from Moody's and a Good Standing Certificate or a memorandum setting forth the verbal assurances "AAA" rating from the appropriate regulatory authorities with respect to the Seller will be immediately forthcomingS&P; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to Class A-2 Certificates, a "Aaa" rating from Moody's and a "AAA" rating from S&P; for the Purchaser such other certificates of its officers or others Class B Certificates, a "Aa2" rating from Moody's and such other documents to evidence fulfillment of a "AA" rating from S&P; for the conditions set forth in this Agreement as Class C Certificates, a "A2" rating from Moody's and a "A" rating from S&P; for the Purchaser Class D Certificates, a "Baa2" rating from Moody's; for the Class E Certificates a "Baa3" rating from Moody's; for the Class F Certificates, a "BB+" rating from S&P; for the Class G Certificates, a "Ba2" rating from Moody's; for the Class H Certificates a "Ba3" rating from Moody's; for the Class I Certificates, a "B2" rating from Moody's; for the Class J Certificates a "B3" rating from Moody's; and its attorney may reasonably request.for the Class X Certificates, a "Aaa" rating from Moody's and a "AAAr" rating from S&P.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. (i) An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; (ii. ) The Mortgage Loan Schedule prepared by Purchaser Seller dated as of the related Closing Date and attached hereto; (iii. ) A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and (iv. ) An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. (v) A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. (c) The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, or such other date specified herein, of the following conditions: A. (a) The obligations of the Mortgage Loan Seller required to be performed by it on at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) authorized officer of the Mortgage Loan Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney its designee shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser and in form and substance satisfactory to the Purchaser, the Underwriters and their respective counsel, duly executed (except in the case of (i) and (ii)) by all signatories other than the Purchaser, Purchaser as required pursuant to the respective terms thereof: i. An assignment or assignments of the (i) with respect to each Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where Loan, the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached heretoFile, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) File shall be delivered to and held by the Purchaser or its agent Trustee on behalf of the Purchaser; (ii. The ) the final Mortgage Loan Schedule prepared by Purchaser dated attached hereto as of the related Closing Date and attached heretoExhibit A; (iii. A certificate signed by ) an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), 's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B; (iv) opinions of J. Xxxxxx Xxxx, in-house counsel to the Mortgage Loan Seller and Xxxxxxx & Xxxxx, LLP, collectively covering the matters described in Exhibit C and substantially in the form attached hereto as EXHIBIT Exhibit C; (v) such other opinions of counsel as the Mortgage Loan Seller, the Depositor or the Underwriters may require; (vi) each Other Mortgage Loan Purchase Agreement has been duly executed and delivered; (vii) such other documents, certificates and opinions as may be necessary to secure for the parties heretoCertificates the ratings from Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. ("Standard & Poor's") and Duff & Xxxxxx Credit Rating Co. ("DCR") set forth in Clause (viii) of this Section 4.1(b); (viii) Letters from Standard & Poor's and DCR showing the following ratings: for (i) the Class A-1 and Class A-2 Certificates, a "AAA" rating from each of Standard & Poor's and DCR, (ii) the Class B Certificates, a "AA" rating from each of Standard & Poor's and DCR, (iii) the Class C Certificates, a "A" rating from each of Standard & Poor's and DCR, (iv) the Class D Certificates, a "A-" rating from each of Standard & Poor's and DCR, (v) the Class E Certificates, a "BBB" rating from each of Standard & Poor's and DCR, (vi) the Class F Certificates, a "BBB-" rating from each of Standard & Poor's and DCR, (vii) the Class IO Certificates, a "AAAr" and "AAA" rating from Standard & Poor's and DCR, respectively, (viii), the Class G Certificates, a "BB" rating from each of Standard & Poor's and DCR, (ix) the Class H Certificates, a "B" rating from each of Standard & Poor's and DCR, and attached thereto copies (x) the Class J Certificates, a "B-" rating from each of the charter Standard & Poor's and by-laws and DCR. (ix) a Good Standing Certificate or a memorandum setting forth the verbal assurances letter from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion independent accounting firm of Seller's counsel Deloitte & Touche, LLP in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable satisfactory to the Purchaser, executed by the appropriate mortgagee or secured party, if any of relating to certain information regarding the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions as set forth in this Agreement the Prospectus and the Prospectus Supplement and certain information regarding the Certificates as set forth in the Purchaser Prospectus and its attorney may reasonably requestthe Prospectus Supplement.

Purchaser’s Conditions to Closing. The Purchaser’s obligations of to consummate the Purchaser under this Agreement shall be transactions contemplated hereby at the Closing are subject to the satisfaction, on at or prior to the Closing DateClosing, of each of the following conditions:conditions (any of which may be waived by the Purchaser in writing in whole or in part): A. The obligations (a) All of the representations and warranties of the Seller set forth in this Agreement shall have been true and accurate in all material respects as of the execution date of this Agreement and as of the Closing Date as if made on each such date (and Seller shall have delivered to Purchaser an officer’s certificate to such effect); (b) All of the covenants and obligations that the Seller is required to be performed by it on perform or to comply with pursuant to this Agreement at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects (and all Seller shall have delivered to Purchaser an officer’s certificate to such effect); (c) The Seller shall have caused the documents and instruments required to be delivered to the Purchaser at the Closing to be delivered to the Purchaser; (d) No preliminary or permanent injunction or other order, decree or ruling issued by a governmental authority, nor any law or regulation promulgated or enacted by any governmental authority, shall be in effect that would impose material limitations on the ability of either party to consummate the transactions contemplated hereby; (e) No material adverse change shall occur with respect to any of the representations and warranties of the Seller under this Agreement shall be true and correct as of Assets between the date hereof and as of the Closing Date; provided, however, Seller’s ongoing loss of customers and no event new installations due to the wind down of Seller’s sales, marketing and business operations shall have occurred which, with notice or the passage of time, or both, would constitute not be deemed a default under this Agreement, and the material adverse change; and (f) Purchaser shall have received a certificate completed it due diligence on the Assets and not terminated this Agreement pursuant to that effect signed by an Authorized Officer (as defined belowSection 7.1(c) of the Sellerhereof. B. The (g) Purchaser or the Purchaser's document custodian shall have received, or completed the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon Audit and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required not terminated this Agreement pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnitySection 7.1(d) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personhereof. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations obligation of each --------------------------------- Purchaser to purchase and pay for the Purchaser under this Agreement shall Notes and Warrants to be purchased hereunder is subject to the satisfaction, on or prior to before the Closing Date, Date of the following conditions: A. (i) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement Purchasers shall have been duly performed and complied with and received all of the representations following, duly executed and warranties delivered: (a) The Notes and Warrants to be purchased by the Purchasers. (b) Omnibus Certificate or Certificates" of the Seller under this Agreement shall be true and correct as Secretary of the date hereof Company and as each of the Guarantors dated the Closing Date, certifying the incumbency and no event shall have occurred which, with notice or authority of the passage officers of time, or both, would constitute a default under this Agreement, the Company and each of the Guarantors who executed the Transaction Documents and the Purchaser shall have received truth, correctness and completeness of the following exhibits attached thereto: (a) a copy of resolutions duly adopted by the Board of Directors of the Company and each of the Guarantors and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Transaction Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (b) a copy of the certificate to that effect signed by an Authorized Officer of incorporation (as defined belowor equivalent documentation) of the SellerCompany and each of the Guarantors and all amendments thereto, certified as of a recent date by an appropriate official of the Company's and each Guarantor's jurisdiction of organization, and (c) a copy of the by-laws of the Company and each of the Guarantors. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnityc) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER")Certificates, dated as of the Closing Datea recent date, substantially in the form attached hereto as EXHIBIT C, to the parties heretovalid existence, good standing and attached thereto copies qualification to do business of the charter Company and by-laws and a Good Standing Certificate or a memorandum setting forth each of the verbal assurances from Guarantors in its jurisdiction of organization, issued by the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; andof such jurisdiction. iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. (d) A security release certification, in a form acceptable to the Purchaser, "Compliance Certificate" executed by the appropriate mortgagee or secured party, if any Chairman of the Mortgage Loans have at any time been subject to any security interestBoard or President and the Chief Financial Officer of the Company, pledge or hypothecation for dated the benefit of Closing Date in which such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of certify that the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.sub-

Purchaser’s Conditions to Closing. The obligation of the Purchaser to consummate the transactions, and the obligations of the Purchaser Guarantors to fulfill their obligations under the Guarantees contemplated by this Agreement shall be is, unless waived by Purchaser, subject to the satisfactionfulfillment, on or prior to before the Closing DateClosing, of each of the following conditions: A. The obligations (a) No injunction or restraining order shall be in effect which prohibits, restricts or enjoins, and no suit, action or proceeding shall be pending which seeks to prohibit, restrict, enjoin, nullify, seek material damages with respect to or otherwise materially adversely affect the consummation of the transactions contemplated hereby other than those set forth on Schedule 3.7; (b) All covenants of Seller required under this Agreement to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects, except to the extent attributable to actions expressly permitted or consented to by Purchaser in writing; (c) Purchaser shall have received a certificate, executed by the President and complied with Secretary of Seller (effective as of the Closing), and all in form and content reasonably acceptable to Purchaser, certifying the truth and accuracy of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the contained herein; (d) Purchaser shall have received from each of Seller and the Company a certificate from the Department of State of the State of Delaware to the effect that effect each of Seller and the Company is in good standing in such state; (e) The Bankruptcy Court Approval Order shall have been entered; all material statutory requirements for the valid consummation by Seller of the transactions herein described shall have been fully and timely satisfied; all material authorizations, approvals or waivers of any federal or state regulatory body shall have been obtained in order to permit consummation by Seller of the transactions herein described, and/or to permit Purchaser to assume the Business at the Closing; and no action or proceeding to suspend, revoke, cancel, terminate, modify or alter any of such authorizations, approvals or waivers shall be pending; (f) Purchaser shall have received all certificates, instruments, agreements, Property in Seller's possession (as described in Section 2.5(b)(iii)) and other documents to be delivered by Seller at or before Closing as provided in this Agreement, including a certificate signed by an Authorized Officer officer of Seller confirming the matters set forth in paragraphs (a), (b) and (e) (other than with respect to the Bankruptcy Court Approval Order) above; (g) Purchaser has received such documentation as defined below) may be necessary to establish that Purchaser is not required to withhold any portion of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all Purchase Price pursuant to Section 1445 of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments United States Internal Revenue Code of the Mortgage Loans to the Purchaser 1986 (substantially in the form attached hereto as EXHIBIT B with such changes as of Exhibit H hereto); (h) Purchaser shall have received releases from all guarantees by the Company (all of which are required set forth on Schedule IX(h) hereto) including but not limited to adapt the assignment those related to the proper form employment agreement of Donald J. Amoruso with Seller (substantially in txx xxxx xx Xxxxxxt I hereto) and the jurisdiction where the related Mortgage Property is locatedengagement agreement of Gordian Group, and each original Mortgage Note L.P. with Seller (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties of Exhibit J hereto, and attached thereto copies of the charter and by-laws ) and a Good Standing Certificate or a memorandum setting forth the verbal assurances release from the appropriate regulatory authorities employment agreement with respect Gerald K. Sandler (substantially in the form of Exxxxxx X xxxxxx); (i) Seller shall tender to Purchaser certificates representing the Seller will be immediately forthcomingStock duly endorsed and in form for transfer to Purchaser or accompanied by stock powers endorsed in blank; and iv. An opinion (j) Purchaser shall have received all the documentation required to be delivered to it pursuant the provisions of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certificationAgreement, in a form acceptable and content reasonably satisfactory to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably requestcounsel.

Purchaser’s Conditions to Closing. The obligations Purchaser shall not be obligated to close and fund the Transaction until the fulfillment (or written waiver by Purchaser) of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, all of the following conditions: A. (a) Seller, Lessee, Guarantor and Ground Landlord, as appropriate, shall have delivered to Purchaser or the Title Company, as applicable, the following items: (i) The obligations Ground Lease Documents; (ii) Such documents evidencing the legal status and good standing of Seller that may be required by Purchaser and/or the Title Company for issuance of the Seller Title Policy, including, without limitation, certificates of good standing; (iii) Fully executed originals of (A) the Lease, together with a fully executed original of a memorandum thereof for the Property (the “Memorandum of Lease”), (B) an Assignment of Warranties in the form of Exhibit D, attached hereto, or if not assignable, evidence satisfactory to Purchaser that it will receive coverage or protection acceptable to Purchaser for the matters covered by such warranties, in either case, to the extent required by Purchaser (the “Assignment of Warranties”), and all of the other Transaction Documents (including, without limitation, the Guaranty); (iv) Certificates evidencing the insurance coverage, limits and policies to be performed carried by it on or prior to the Closing Date Lessee under and pursuant to the terms of this Agreement shall have been duly performed the Lease, on the forms and complied with and all of containing the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed information required by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant landlord (“Lease Proof of Insurance”); (v) A certificate of an officer, manager or general partner, as applicable, of each of Seller, Guarantor and Lessee, together with copies of each entity’s (A) articles of organization or certificate of formation, as applicable, amended to date; (B) operating agreement, bylaws or partnership agreement, as applicable, amended to date; (C) resolutions authorizing the respective terms thereof:Transaction and the execution of this Agreement and the other Transaction Documents, and identifying the Person(s) authorized to execute this Agreement and the other Transaction Documents; and (D) original certificates of good standing or similar documents from the states in which each entity was organized or formed, and original certificates of qualification or similar documents from the state where the Property is located; i. An assignment or assignments (vi) A duly executed affidavit from Seller stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of the Mortgage Loans to the Purchaser substantially 1980 and 1984 Tax Reform Act, in the form attached hereto as EXHIBIT B Exhibit C (“Non‑Foreign Seller Certificate”); (vii) Closing settlement statements approved by Seller and Purchaser to reflect (A) the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement, and (B) a holdback of the Purchase Price, to be held by Purchaser in escrow, equal to $120,000.00 (the “Holdback”); (viii) To the extent not previously provided, the most recent financial statements available for the Seller; (ix) Fully executed original of an escrow agreement with such changes as are respect to the Holdback (the “Escrow Agreement”); and (x) All documents required to adapt be delivered by this Agreement and the assignment other Transaction Documents and as may otherwise be required in order to fully and legally close this Transaction. (b) Purchaser shall have received the Title Commitment and the Title Company’s irrevocable commitment to insure title by means of the Title Policy. (c) Purchaser shall have determined, in its sole discretion in the good faith exercise of its business judgment that there shall have been no materially adverse change in the financial condition of Seller, Lessee, Guarantor or the Property from the Effective Date. (d) All representations and warranties of Seller set forth herein shall have been true and correct in all respects when made, and all covenants, agreements and conditions required to be performed or complied with by Seller prior to or at the time of Closing in connection with the Transaction shall have been duly performed or complied with by Seller prior to or at such time or waived in writing by Purchaser. (e) No event shall have occurred or condition shall exist which would, upon the Closing Date, or, upon the giving of notice and/or passage of time, constitute a breach or default hereunder or under any other Transaction Document, or any other agreements between or among Purchaser, Seller, Guarantor or Lessee. (f) Seller and Lessee shall have caused all leases and, unless otherwise agreed to in writing by Purchaser, all subleases of the Property and any other documents affecting the Property existing at Closing, at Purchaser’s sole option, to be cancelled as of the Closing Date or subordinated to the proper Lease pursuant to subordination agreements in form in and substance satisfactory to Purchaser. Upon the jurisdiction where fulfillment or Purchaser’s written waiver of all of the related Mortgage Property is locatedabove conditions, Purchaser shall deposit funds necessary to close this Transaction with the Title Company and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case this Transaction shall close in accordance with the instructions set forth in EXHIBIT A attached heretoterms and conditions of this Agreement. Unless otherwise agreed, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) all of the documents to be delivered at Closing shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be hereunder are subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditionsconditions at or before Closing, the occurrence of which may, at the option of Purchaser, be waived: A. The obligations of the Seller required to be performed by it on or prior (a) Subject to the Closing Date pursuant matters disclosed in the Disclosure Memorandum as supplemented by Seller from time to the terms of this Agreement shall have been duly performed and complied with and time, all of the representations and warranties of the Seller under in this Agreement shall be true in all material respects on and correct as of the date hereof Closing. (b) Any supplement to the Disclosure Memorandum delivered by Seller shall not reflect in Purchaser's reasonable judgment any material adverse change in the Assets or the Business. (c) Seller shall have performed and as complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by Seller prior to or on the Closing Date. (d) Seller shall have obtained and delivered to Purchaser all consents necessary to transfer and assign the Assets (except for Minor Contracts) to Purchaser. (e) Purchaser and Franchisor shall have entered into a franchise agreement with respect to the Restaurant and a development agreement with respect to the Territory. (f) Purchaser shall have obtained, either from Seller or directly from the issuing authority, all permits, licenses, including liquor licenses, and approvals of all governmental and quasi-governmental authorities necessary for the operation of the Restaurant in accordance with franchise requirements; provided, however, that if Purchaser is unable to obtain from local municipal or county authorities a permit necessary for such operation of the Restaurant, and Purchaser reasonably believes that it will be able to obtain such a permit within two months of the Closing Date, and no event Closing of the transactions contemplated hereunder will not be delayed if Seller delivers to Purchaser a duly executed liquor license management agreement or agreements. (g) Any applicable waiting period under the HSR Act shall have occurred which, with notice expired or the passage a notification of time, or both, would constitute a default under this Agreement, and the early termination of such waiting period shall have been received by Purchaser. (h) Purchaser shall have received a certificate obtained the financing described on Exhibit D upon terms and conditions reasonably acceptable to that effect signed by an Authorized Officer (as defined below) of the SellerPurchaser or other financing reasonably acceptable to Purchaser. B. The (i) Purchaser or the Purchaser's document custodian shall have received, or been issued the Purchaser's attorney Title Policies. (j) Seller shall have received in escrow, all of delivered the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed items required by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnitySection 2.4(a), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations Purchaser shall not be obligated to close and fund the Transaction until the fulfillment (or written waiver by Purchaser) of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, all of the following conditions: A. The obligations of (a) Seller shall have delivered to Purchaser or the Seller required to be performed by it on or Title Company, as applicable, the following items at least two (2) Business Days prior to the Closing Date (unless an earlier delivery is required as set forth below): (i) The Deed, pursuant to which fee simple interest in the terms Property is conveyed to Purchaser, free of this Agreement shall have been duly performed all Liens, restrictions encroachments and complied with easements, except the Permitted Encumbrances; (ii) Such documents evidencing the legal status and all good standing of Seller that may be required by Purchaser and/or the Title Company for issuance of the representations Title Policy, including, without limitation, certificates of good standing; (iii) Fully executed originals of: (A) The Existing Lease and warranties any memoranda thereof (the “Memorandum of Lease”) and the existing guaranty, if any, of the Existing Lease; (B) an Assignment of Warranties executed by Seller under this Agreement shall be true and correct as in the form of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of timeExhibit C attached hereto, or bothif not assignable, would constitute a default under this Agreement, and evidence satisfactory to Purchaser that it will receive coverage or protection acceptable for the Purchaser shall have received a certificate to that effect signed matters covered by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documentssuch warranties, in such forms as are agreed upon and acceptable either case, to the Purchaser, duly extent required by Purchaser (the “Assignment of Warranties”); (C) a Xxxx of Sale executed by all signatories other than the Purchaser, Seller in form attached hereto as required pursuant Exhibit B (“Xxxx of Sale”); (D) as to the respective terms thereof: i. An assignment or assignments Existing Lease, an Assignment and Assumption of the Mortgage Loans to the Purchaser Lease substantially in the form attached hereto as EXHIBIT B Exhibit H to this Agreement (the “Assignment and Assumption”), with such changes modifications as are may be required by or customary under applicable state law and necessary to adapt the assignment conform to the proper form in particular facts of the jurisdiction where specific Property; and (E) all of the related Mortgage Property is located, and each original Mortgage Note other Transaction Documents; (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to iv) the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, Lease Proof of Insurance (which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held Purchaser at least 10 days prior to Closing); (v) if a Survey indicates that the Property is within the 100-year flood plain or identified as a “Special Flood Hazard Area” by the Purchaser or its agent Federal Emergency Management Agency, evidence of flood insurance maintained on behalf of the Property by Tenant in amounts and on terms and conditions satisfactory to Purchaser; ii. The Mortgage Loan Schedule prepared (vi) such resolutions of Seller as necessary or reasonably requested by Purchaser dated as of Buyer or Title Company approving the related Closing Date and attached heretotransaction contemplated hereby; iii. (vii) Tenant Estoppel Certificate and SNDA as described in Section 3.08(a) of this Agreement, executed by Tenant, in form satisfactory to Purchaser (with regards to this subsection, same shall be delivered no later than ten (10) Business Days prior to Closing); (viii) A certificate signed duly executed “non-foreign” tax affidavit from Seller, in form reasonably acceptable to Purchaser (collectively, the “Non-Foreign Seller Certificate”); (ix) Closing settlement statements approved by an officerSeller and Purchaser to reflect the credits, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties heretoprorations, and attached thereto copies of adjustments contemplated by or specifically provided for in this Agreement; (x) All documents required to be delivered by this Agreement and the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities other Transaction Documents; (xi) A duly executed letter addressed to Tenant with respect to the Existing Lease, in form and substance satisfactory to Purchaser, notifying Tenant of the change in ownership and providing an address for future rent payments; (xii) An assignment (in recordable form) from Seller will to Purchaser of any recorded Memorandum of Lease; (xiii) Such further documents as reasonably may be immediately forthcomingrequired in order to fully and legally close this Transaction. (b) Purchaser shall have received the Title Commitment and the Title Company’s irrevocable commitment to insure title by means of the Title Policy which shall: (i) subject to Section 6.01(a)(i), show good and marketable fee simple title in Seller; (ii) be in an aggregate amount equal to the Purchase Price; (iii) commit to insure Purchaser’s fee simple ownership in the Property subject only to Permitted Encumbrances; and (iv. An opinion of Seller's counsel in substantially the form attached hereto ) contain such endorsements as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPurchaser may require. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be hereunder are subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditionsconditions at or before Closing, the occurrence of which may, at the option of Purchaser, be waived: A. The obligations of the Seller required to be performed by it on or prior (a) Subject to the Closing Date pursuant matters disclosed in the Disclosure Memorandum as supplemented by Seller from time to time to reflect any event or occurrence after the terms of this Agreement shall have been duly performed and complied with and date hereof, all of the representations and warranties of the Seller under in this Agreement shall be true in all material respects on and correct as of the date hereof Closing. (b) Any supplement to the Disclosure Memorandum delivered by Seller shall not reflect in Purchaser's reasonable judgment any material adverse change in the Assets or the Business. (c) Seller shall have performed and as complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by Seller prior to or on the Closing Date. (d) Seller shall have obtained and delivered to Purchaser all consents necessary to transfer and assign the Assets (except for Minor Contract) to Purchaser. (e) Purchaser and Franchisor shall have entered into a franchise agreement with respect to each Restaurant and development agreements with respect to each ADI in the Territory. (f) Purchaser shall have obtained, either from Seller or directly from the issuing authority, all permits, licenses, including liquor licenses, and approvals of all governmental and quasi-governmental authorities necessary for the operation of the Restaurants in accordance with franchise requirements; provided, however, that if Purchaser is unable to obtain from local municipal or county authorities a permit necessary for such operation of the Restaurants, and Purchaser reasonably believes that it will be able to obtain such a permit within two months of the Closing Date, and no event Closing of the transactions contemplated hereunder will not be delayed if Seller delivers to Purchaser a duly executed liquor license management agreement or agreements. (g) The waiting period under the HSR Act shall have occurred which, with notice expired or a notification of early termination of the waiting period shall have been received by Purchaser. (h) Purchaser shall have obtained the financing described on Exhibit "H" or other financing reasonably acceptable to Purchaser and the lender providing such financing shall be prepared and willing to fund. (i) Purchaser shall have been issued the Title Policies. (j) Seller shall have delivered the items required by Section 2.4(a). (k) There shall be no material adverse change in the Assets or the passage operations of time, the Seller at the Restaurants or both, would constitute the business prospects or financial condition of the Business from the date hereof to the Closing Date; provided that (i) any such adverse change must affect more than 5% of the Restaurants or must result in a default under decrease in the aggregate monthly sales of all the Restaurants taken as a group by 10% or more when compared to the average monthly sales for the last three full calendar months ended immediately prior to the date of this Agreement, and (ii) any adverse change in the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) business and financial condition of the Seller. B. The Purchaser Restaurants resulting from national and regional economic conditions, events, or other factors affecting the Purchaser's document custodian shall have receivedcasual dining restaurant industry in general, or the PurchaserApplebee's attorney system in particular, shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable not be deemed to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personmaterial adverse change hereunder. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of Purchaser’s obligation to close is contingent upon the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, satisfaction of the following conditions, any of which may be waived in writing by Purchaser, except (d) below, in whole or in part: A. The obligations (a) Seller’s delivery of good and insurable fee simple title to the Seller required Property at Closing, subject only to the Permitted Title Exceptions; such performance to be performed evidenced by it on or prior Purchaser’s ability to obtain (upon delivery of Purchaser’s Closing Items and payment of all applicable title insurance premiums and expenses) the Closing Date pursuant to Title Policy in the terms of this Agreement shall have been duly performed form contemplated by Section 8.2(d) hereof; (b) Seller’s warranties and complied with and all of the representations and warranties of the Seller under this Agreement set forth herein shall be true and correct accurate as of the date hereof of Closing; (c) Seller shall have fully and completely performed all terms, covenants, conditions, and agreements required by this Agreement when and as required; (d) from and after the expiration of the Closing DateInspection Period, and no event there shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities no material adverse change with respect to the physical condition of the Property, nor shall any governmental authority having jurisdiction over the Property have taken any action which could have a material and adverse effect on Purchaser’s ability to develop the Property for Purchaser’s intended use (including without limitation, changes in the zoning classification of the Property and imposition of a sewer or development moratorium applicable to the Property); (e) satisfaction by Seller will be immediately forthcomingof the Entitlement Conditions ; and iv. An opinion (f) resolution by Purchaser of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable all material issues relating to the PurchaserArts Council, executed by Inc. and the appropriate mortgagee or secured partydevelopment, if operation and management of the Project. If any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions precedent set forth in this Section 8.7 shall not be satisfied on the scheduled Closing Date, then Purchaser shall be entitled, at Purchaser’s option, (i) to waive any such condition(s) precedent (in Purchaser’s sole discretion) and proceed to Closing, (ii) to delay Closing for a reasonable period of time (not in excess of 120 days) in order to satisfy (or allow Seller to satisfy, as applicable) such condition(s) precedent, or (ill) to terminate this Agreement as upon written notice to Seller, whereupon Seller will refund the Xxxxxxx Money to Purchaser in full, this Agreement shall terminate, and the parties shall have no further rights or obligations hereunder, except for such rights and obligations which expressly survive the termination hereof; provided however, if the failure of any such condition precedent is the result of any default by Seller (after the expiration of any notice and cure period), then Purchaser shall be entitled to exercise all of its attorney may reasonably requestrights and remedies under Section 11.1 hereof.

Purchaser’s Conditions to Closing. The obligations of Purchaser to purchase the Purchaser Mortgage Loans and pay the Mortgage Loan Purchase Price at the Closing Date under the terms of this Agreement shall be are subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditionsconditions at or before the Closing: A. The (a) Each of the obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and in all material respects; all of the representations and warranties of the Seller under this Agreement (subject to the exceptions set forth in the Exception Report) shall be true and correct as of the date hereof and in all material respects as of the Closing Date, and ; no event shall have occurred with respect to Seller or any of the Mortgage Loans and related Mortgage Files which, with notice or the passage of time, or both, would constitute a material default under this Agreement, ; and the Purchaser shall have received a certificate certificates to that the foregoing effect signed by an Authorized Officer (as defined below) authorized officers of the Seller. B. The Purchaser (b) Purchaser, or if directed by Purchaser, the Purchaser's document custodian shall have receivedattorneys or other designee, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the PurchaserPurchaser and Seller, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of (i) the Mortgage Loans Files, subject to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached heretoprovisos of Section 1 of this Agreement, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be have been delivered to and held by the Purchaser or its agent designee on behalf of Seller; (ii) the Mortgage Loan Schedule; (iii) [Reserved] (iv) an opinion or opinions of Seller's counsel, dated the Closing Date, in form acceptable to the Purchaser as to various corporate matters and such other matters as shall be reasonably required by the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as (v) a schedule of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as balances of the Closing Date, substantially in escrow accounts and the form attached hereto as EXHIBIT C, reserve accounts pertaining to the parties heretoMortgage Loans; and (vi) all other information, and attached thereto copies of the charter and by-laws and a Good Standing Certificate documents, certificates, or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities letters with respect to the Mortgage Loans or Seller will be immediately forthcoming; and iv. An opinion and its Affiliates as are reasonably requested by Purchaser in order for Purchaser to perform any of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee it obligations or secured party, if satisfy any of the conditions on its part to be performed or satisfied pursuant to any sale of Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personby Purchaser as contemplated herein. C. The (c) Seller will furnish to the Purchaser such shall have performed or complied with all other certificates terms and conditions of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as which it is required to perform or comply with at or before the Purchaser Closing and its attorney may reasonably requestshall have the ability to perform or comply with all duties, obligations, provisions and terms which it is required to perform or comply with after the Closing.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. (i) An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT Exhibit B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT Exhibit A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; (ii. ) The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; (iii. ) A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICERAuthorized Officer"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT Exhibit C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and (iv. ) An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT Exhibit D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. (c) The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations Purchaser shall not be obligated to close and fund the Transaction until the fulfillment (or written waiver by Purchaser) of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, all of the following conditions: A. (a) Seller, Lessee, Sublessee, and Guarantor, as appropriate, shall have delivered to Purchaser or the Title Company, as applicable, the following items: (i) The obligations Deeds; (ii) Such documents evidencing the legal status and good standing of Seller, Lessee, Sublessee and Guarantor that may be required by Purchaser and/or the Title Company for issuance of the Seller required Title Policies, including, without limitation, certificates of good standing; (iii) Fully executed originals of (A) the Lease, together with fully executed originals of memoranda thereof for all of the Properties (collectively, the "Memoranda of Lease"), (B) the Loan Documents and (C) all of the other Transaction Documents; (iv) Certificates evidencing the insurance coverage, limits and policies to be performed carried by it on or prior to the Closing Date Lessee under and pursuant to the terms of this Agreement shall have been duly performed the Lease, on the forms and complied with and all of containing the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed information required by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant landlord ("Lease Proof of Insurance"); (v) A certificate of an officer, manager or general partner, as applicable, of each of Seller, Lessee, Sublessee, and Guarantor, together with copies of each entity's (A) articles of organization or certificate of formation, as applicable, amended to date; (B) operating agreement, bylaws or partnership agreement, as applicable, amended to date; (C) resolutions authorizing the respective terms thereof:Transaction and the execution of this Agreement and the other Transaction Documents, and identifying the Person(s) authorized to execute this Agreement and the other Transaction Documents; and (D) original certificates of good standing or similar documents from the states in which each entity was organized or formed, and original certificates of qualification or similar documents from the state or states where the Properties are located; i. (vi) An assignment or assignments Opinion of Counsel, addressed to Purchaser and Purchaser's financial institution, if any; (vii) A duly executed affidavit from Seller stating that Seller is not a "foreign person" as defined in the Mortgage Loans to the Purchaser substantially Federal Foreign Investment in Real Property Tax Act of 1980 and 1984 Tax Reform Act, in the form attached hereto as EXHIBIT B with such changes as are Exhibit C ("Non-Foreign Seller Certificate"); (viii) Closing settlement statements approved by Seller and Purchaser to reflect the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement; (ix) To the extent not previously provided, the most recent financial statements available for the Seller Entities; and (x) All documents required to adapt be delivered by this Agreement and the assignment other Transaction Documents and as may otherwise be required in order to fully and legally close this Transaction. (b) The Mortgage Loan shall close simultaneously with the Transaction contemplated under this Agreement. (c) Purchaser shall have received the Title Commitments and the Title Company's irrevocable commitment to insure title by means of the Title Policies. (d) Purchaser's lender, if any, shall have received from the Title Company an irrevocable commitment to issue the lender's Title Policies which shall (i) insure title by means of an ALTA extended coverage policy of title insurance, (ii) show good and marketable title in Seller, (iii) commit to separately insure lender's interest in the Properties and the Improvements subject only to Permitted Encumbrances, and (iv) contain such endorsements as such lender may require. (e) Purchaser shall have determined, in its sole discretion, that no conditions exist regarding the financial markets that could reasonably be expected to cause the rents and any other payments due under the Lease to become delinquent or to adversely affect the value or marketability of the Transaction or the Properties. There shall have been no adverse change in the financial condition of Seller, Lessee, Sublessee, Guarantor or the Properties from the Effective Date. (f) All representations and warranties of Seller set forth herein shall have been true and correct in all respects when made, and all covenants, agreements and conditions required to be performed or complied with by Seller prior to or at the time of Closing in connection with the Transaction shall have been duly performed or complied with by Seller prior to or at such time or waived in writing by Purchaser. (g) No event shall have occurred or condition shall exist which would, upon the Closing Date, or, upon the giving of notice and/or passage of time, constitute a breach or default hereunder or under any other Transaction Document, or any other agreements between or among Purchaser, Seller, Lessee, Sublessee or Guarantor. (h) Seller and Lessee shall have caused all leases and, unless otherwise agreed to in writing by Purchaser, all subleases of any or all of the Properties and any other documents affecting the Properties existing at Closing, at Purchaser's sole option, to be cancelled as of the Closing Date or subordinated to the proper Lease pursuant to subordination agreements in form in and substance satisfactory to Purchaser. Upon the jurisdiction where fulfillment or Purchaser's written waiver of all of the related Mortgage Property is locatedabove conditions, Purchaser shall deposit funds necessary to close this Transaction with the Title Company and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case this Transaction shall close in accordance with the instructions set forth in EXHIBIT A attached heretoterms and conditions of this Agreement. Unless otherwise agreed, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) all of the documents to be delivered at Closing shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. At least three (3) business days prior to closing, Seller shall execute, where appropriate acknowledge and deliver into escrow for recording and/or delivery to Purchaser as appropriate at the close of escrow a grant deed, a bill of sale, an assignment of intangible property, an assignment of leases and a certificate of non-foreign status (collectively the "Closing Documents"). Purchaser shall also execute and deliver to Seller, through escrow at the closing, the assignment of intangible property and assignment of leases. The obligations form of the Purchaser under this Agreement Closing Documents shall be subject prepared by Purchaser and approved by Seller during the Due Diligence Period. In addition, the following are conditions precedent to Purchaser's obligation to purchase the Property. In the event any condition precedent is not satisfied, Purchaser may, in its sole and absolute discretion, terminate this Contract, whereupon escrow holder is hereby irrevocably instructed to return to Purchaser all funds previously deposited, and the parties shall have any further rights or obligations to each other. A. The issuance by the Title Company to the satisfactionPurchaser of an ALTA Extended Coverage Owner's Policy of Title Insurance (Form B, on or revised 10/17/70, with Endorsement Form 1 Coverage) in the amount of the Purchase Price insuring fee simple title to the Property in Purchaser, subject only to such exceptions as Purchaser shall have approved, and containing such endorsements as Purchaser may specify pursuant to Section 7 of the Contract. B. At least three (3) and no more than five (5) business days prior to closing, Seller shall provide (and Seller hereby covenants to provide) to Purchaser an updated Rent Roll which updated Rent Roll must not indicate any material adverse change from the Rent Roll last approved by Purchaser, and Purchaser shall have performed a closing audit which confirms the updated Rent Roll. Seller shall certify the Rent Roll as true and complete and shall identify any events which with the passage of time and/or the giving of notice would constitute a tenant default. C. Seller shall have terminated prior to the Closing Dateclosing, of at no cost or expense to Purchaser, any and all contracts affecting the following conditions:Property that are not approved by Purchaser. A. The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement D. In Purchaser's reasonable determination, there shall have been duly performed no material adverse change in or to the Property or the information or items reviewed and complied with and all approved by Purchaser during the Due Diligence Period. E. Receipt by Purchaser of a certificate from the representations and warranties California Secretary of the Seller under this Agreement shall be true and correct State indicating that, as of the date hereof and as of the Closing Dateclosing, and there are no event shall have occurred which, with notice filings against Seller or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at Personal Property under the California Uniform Commercial Code which would be a lien on any time been subject to any security interest, pledge or hypothecation for of the benefit of such personPersonal property following the closing. C. The Seller will furnish F. Receipt by Purchaser of (i) a Beneficiary Statement from Lender; (ii) an estoppel from Lender confirming that no default exists under the loan; (iii) a Loan assignment and assumption agreement in form and content reasonably satisfactory to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably requestPurchaser.

Purchaser’s Conditions to Closing. The obligations Purchaser shall not be obligated to close and fund the Transaction until the following conditions precedent are satisfied or waived in writing by Purchaser: (a) On or Before the Closing Date Seller shall have delivered to the Title Company (with a copy to Purchaser by email) one (1) or more original of the following documents, executed by Seller - - - (i) Seller’s Closing Escrow Instruction Letter; (ii) Seller’s Closing Settlement Statement; (iii) Deeds; (iv) Memorandum of Lease Agreement; (v) Xxxx of Sale; (vi) Non-Foreign Seller Certificate; (vii) A Release of Existing ROFR for each Existing ROFR (if applicable); (viii) Title Company Affidavit; and (ix) Seller’s Corporate Certificate. (b) Purchaser under this Agreement or the Title Company shall be subject have received (with a copy being provided to the satisfaction, other party by electronic mail) the following items on or prior to before the Closing Date, unless an earlier delivery is required elsewhere in this Agreement - - - (i) Lease Agreement; (ii) Lease Guaranty; (iii) Memorandum of the following conditions:Lease Agreement; A. The obligations (iv) Evidence of the Seller Flood Insurance for each Property (if applicable); (v) Lease Proof of Insurance; (vi) Seller’s Evidence of Corporate Status; and (vii) Any other document required to be performed by it on or prior to the Closing Date delivered pursuant to this Agreement and/or the terms other Transaction Documents and such further documents as may be reasonably required in order to legally close the Transaction. (c) The representations and warranties of Seller set forth in Section 4.01 above and elsewhere in this Agreement shall have been duly performed true and complied with correct in all material respects when made and all of the representations and warranties of the Seller under this Agreement shall continue to be true and correct as of the date hereof and in all material respects as of the Closing Date, . (d) Purchaser shall have received the Title Company’s irrevocable commitment and unconditional agreement to issue to Purchaser the Owner’s Title Policies and such endorsements and additional coverages as requested by Purchaser (if applicable). (e) There shall be no outstanding Seller Event of Default. (f) All real estate taxes due and payable that are not Permitted Encumbrances with respect to each Real Property shall be paid in full by Seller. (g) No event shall have occurred whichoccurred, with notice or condition exist, which would, upon the Closing Date or the giving of notice and/or passage of time, or both, would constitute a breach or default under this Agreementpursuant to Section 7.01 below; provided, and the however Purchaser shall not have received a certificate the right to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required terminate this Agreement pursuant to this Section 5.01(g) until after the respective terms thereof: i. An assignment or assignments expiration of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, any applicable notice and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personcure period. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be hereunder are subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditionsconditions at or before Closing, the occurrence of which may, at the option of Purchaser, be waived: A. The obligations of the Seller required to be performed by it on or prior (a) Subject to the Closing Date pursuant matters disclosed in the Disclosure Memorandum as supplemented by Seller from time to the terms of this Agreement shall have been duly performed and complied with and time, all of the representations and warranties of the Seller under in this Agreement shall be true in all material respects on and correct as of the date hereof Closing. (b) Any supplement to the Disclosure Memorandum delivered by Seller shall not reflect in Purchaser's reasonable judgment any material adverse change in the Assets or the Business. (c) Seller shall have performed and as complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by Seller prior to or on the Closing Date. (d) Seller shall have obtained and delivered to Purchaser all consents necessary to transfer and assign the Assets (except for Minor Contract) to Purchaser. (e) Purchaser and Franchisor shall have entered into a franchise agreement with respect to each Restaurant and development agreements with respect to each ADI in the Territory. Such agreements shall grant Purchaser exclusive rights to the development and operation of Applebee's restaurants in the Territory. (f) Purchaser shall have obtained, either from Seller or directly from the issuing authority, all permits, licenses, including liquor licenses, and approvals of all governmental and quasi-governmental authorities necessary for the operation of the Restaurants in accordance with franchise requirements; provided, however, that if Purchaser is unable to obtain from local municipal or county authorities a permit necessary for such operation of the Restaurants, and Purchaser reasonably believes that it will be able to obtain such a permit within two months of the Closing Date, and no event Closing of the transactions contemplated hereunder will not be delayed if Seller delivers to Purchaser a duly executed liquor license management agreement or agreements if allowed by law. (g) The waiting period under the HSR Act shall have occurred which, with notice expired or a notification of early termination of the passage of time, or both, would constitute a default under this Agreement, and the waiting period shall have been received by Purchaser. (h) Purchaser shall have received a certificate obtained the financing described on in the Financing Commitment upon terms and conditions reasonably acceptable to that effect signed by an Authorized Officer (as defined below) of the SellerPurchaser or other financing reasonably acceptable to Purchaser. B. The (i) Purchaser shall have been issued the Title Policies. (j) Seller shall have delivered the items required by Section 2.4(a). (k) Seller shall have completed and opened the new Applebee's restaurant under development pursuant to Section 4.7. (l) All Material Objections shall have been waived by Purchaser or the resolved to Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personsatisfaction. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. (i) An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT Exhibit B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity)Note, duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT Exhibit A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; (ii. ) The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; (iii. ) A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.an

Purchaser’s Conditions to Closing. The obligations (a) Purchaser and Seller acknowledge and agree that Purchaser has previously had full access to the Property for the purposes of conducting its inspections thereof and has completed such inspections and testing to its full satisfaction. Purchaser expressly waives any further right to conduct due diligence and to object to the results thereof. (b) Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser, in sufficient time to permit Purchaser to conduct a reasonable review thereof prior to Closing, estoppel certificates from tenants who in the aggregate occupy at least seventy-five percent (75%) of the occupied rentable square footage of the Property and shall include the following tenants: (i) USA, General Services Administration ("GSA"), (ii) The PaceSetter Corporation, and (iii) Computer Express (such three tenants are referred to herein as the "Required Tenants") in the form attached as Exhibit "J" or in such other form as may be reasonably acceptable to Purchaser and Seller. Notwithstanding the foregoing, Seller's failure to deliver such estoppel certificates shall in no instance constitute a default by Seller under this Agreement and in the event of such failure, Purchaser's sole right shall be either (i) to terminate this Agreement in which case the Earnest Money, and all interest earned thereon shall be returned to Xxxxxxxer, or (ii) to waive the requirement for such estoppel certificates (to the extent not provided) and proceed with the Closing. Seller also agrees to present to the tenants of the Property for consideration and execution and use reasonable efforts to obtain Purchaser's lender's requested from of subordination, non-disturbance and attornment agreement ("SNDA"). Purchaser acknowledges that failure to obtain SNDA's from any tenant shall not impact its obligations hereunder. Purchaser understands and agrees that the lease with GSA specifies the information which GSA must provide in an estoppel and/or SNDA and Seller shall be deemed to have complied with the requirements of this Section 10(b) so long as the estoppel and/or SNDA provided by GSA complies with the requirement's of GSA's lease. (c) The obligation of Purchaser to close the transaction contemplated by this Agreement is further subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and condition that: (i) all of the representations and warranties of the Seller under contained in this Agreement shall be are true and correct as of correct, in all material respects, at the date hereof and as of the Closing Date, and (ii) all of the obligations and duties of Seller to be performed hereunder on or before the Closing Date have been substantially completed in a timely manner. Purchaser shall give written notice to Seller within five (5) days after Purchaser's receipt of any notice disclosing that any Seller representation and warranty is no event longer true and correct; provided, however, that Purchaser's failure to give such written notice shall have occurred which, with notice or the passage of time, or both, would in no instance constitute a default by Purchaser under this Agreement, Agreement but shall instead only serve to bar Purchaser from raising such matter as a failure of a condition precedent to Purchaser's obligation to close the transaction and Purchaser's election to proceed with the Purchaser Closing shall have received a certificate to that effect signed by an Authorized Officer (as defined below) result in Purchaser's waiver of any remedy resulting from the Sellerincorrectness in such representation of warranty. B. The Purchaser or the Purchaser's document custodian shall have received(d) All information, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon data and acceptable documents relating to the PurchaserProperty (including, duly executed by all signatories other than the Purchaserwithout limitation, as required those furnished pursuant to the respective terms thereof: i. An assignment and provisions of Section 11) obtained by Purchaser from Seller or assignments any other party or discovered by Purchaser during the term of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) this Agreement shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared maintained by Purchaser dated as of the related Closing Date in strict confidence and attached hereto; iii. A certificate signed by may not be revealed to any other party except Purchaser's employees and contractors but then only if Purchaser has obtained an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, agreement executed by the appropriate mortgagee or secured party, if party to whom such information is revealed whereby such party agrees to maintain such information in strict confidence and not reveal any of the Mortgage Loans have at any time been subject such information to any security interest, pledge or hypothecation for the benefit of such personother party. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations Purchaser shall not be obligated to close and fund the Transaction until the fulfillment (or written waiver by Purchaser) of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, all of the following conditions: A. The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement (a) Purchaser shall have been duly performed and complied with and received all of the representations items and warranties materials referenced in Article II hereof. (b) Purchaser shall have inspected and approved the Properties. (c) From the date of the Commitment Letter through the Closing, Seller under this Agreement shall be true has (i) operated and correct maintained the Property in substantially the same manner as it has heretofore operated and maintained the same and has not taken any action (other than any corporate restructuring) which would adversely change the state of title to any Property as of the Closing from that which existed as of the date hereof of the Commitment Letter, (ii) other than the Lease Agreement, not entered into any material contracts and agreements (including all amendments and modifications thereto) relating to the construction, use, maintenance, repair, service, leasing, and/or operation of any Property which might become the obligation of Purchaser, provided, however, Seller shall have the right to enter into routine maintenance and related contracts without Purchaser’s consent provided same will not become an obligation of Purchaser, (iii) other than the Lease Agreement, not entered into any leases for all or any portion of any Property, in each case without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned and/or delayed, and (iv) not amended, modified or terminated any lease respecting any Property without Purchaser’s written consent, which consent shall not be unreasonably withheld, conditioned and/or delayed. (d) The Property shall be in substantially the same condition on the date of Closing as of the Closing Inspection Date, subject only to normal wear and tear, and no event adverse change to the Property shall have occurred which, with notice or since the passage Inspection Date. (e) Neither Seller nor any Affiliate of time, or both, would constitute a default under this Agreement, and the Purchaser Seller shall have received a certificate to that effect signed by an Authorized Officer (as defined below) any notices from any city, county or any governmental authority of any taking of the Property, or any portion of the Property, by eminent domain or similar proceeding, and no such taking or other condemnation of the Property, or any portion thereof, shall be threatened, to the Seller’s knowledge, by any such governmental authority. B. The (f) No casualty shall have occurred materially affecting the Property, or any portion thereof. (g) Seller, Lessee, and Guarantor, as appropriate, shall have delivered to Purchaser or the Purchaser's document custodian shall have receivedTitle Company, or the Purchaser's attorney shall have received in escrowas applicable, all of the following closing documentsitems: (i) The Deed or Deeds, in such forms as pursuant to which the Properties are agreed upon and acceptable conveyed to the Purchaser, free of all Liens, restrictions encroachments and easements, except the Permitted Encumbrances; (ii) A duly executed by xxxx of sale conveying all signatories other than fixtures, except for the PurchaserExcluded Property located on the Properties, as required pursuant to the respective terms thereof: i. An assignment or assignments and further excluding any and all personal property and/or trade fixtures of the Mortgage Loans to the Purchaser substantially Seller, in the form attached hereto as EXHIBIT B Exhibit E (the “Xxxx of Sale”); (iii) Such documents evidencing the legal status and good standing of Seller and Lessee that may be required by the Title Company for issuance of the Title Policy; (iv) Fully executed originals of (A) the Lease Agreement substantially in the form attached as Exhibit D to this Agreement, with modifications as may be required by or customary under applicable state law and necessary to conform to the particular facts of the Properties, together with fully executed originals of the memorandum thereof substantially in the form attached as Exhibit D-1 (the “Memorandum of Lease”), (B) the Assignment of Designated Leases, and (C) all of the other Transaction Documents, including without limitation, the Guaranty; (v) Certificates evidencing the insurance coverage, limits and policies to be carried by Lessee under and pursuant to the terms of the Lease Agreement and naming Purchaser or Purchaser’s nominee or assigns (if any) as additional insured(s) (“Proof of Insurance”); (vi) Evidence satisfactory to Purchaser that the locations of the Properties are not within the 100-year flood plain or identified as a “Special Flood Hazard Area” by the Federal Emergency Management Agency, or if the Properties are in such changes a Special Flood Hazard Area, evidence of flood insurance maintained on the Properties in amounts and on terms and conditions satisfactory to Purchaser, provided Purchaser has provided Seller with the specific list of such Properties; (vii) An Opinion of Counsel from Counsel and addressed to Purchaser; (viii) A duly executed affidavit from Seller stating that Seller is not a “foreign person” as are defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and 1984 Tax Reform Act, in the form attached hereto as Exhibit F (“Non-Foreign Seller Certificate”); (ix) A closing statement; (x) All documents required to adapt be delivered by this Agreement and the assignment other Transaction Documents; and (xi) Such further documents as reasonably may be required in order to fully and legally close this Transaction. (h) Purchaser shall have received the Title Commitment and the Title Company’s irrevocable commitment to insure title by means of the Title Policies which shall (i) subject to Section 5.01(c)(i), show insurable title in Seller, (ii) be in an aggregate amount equal to the proper form Purchase Price, (iii) commit to insure Purchaser’s fee simple ownership in the jurisdiction where the related Mortgage Property is locatedProperties subject only to Permitted Encumbrances, and each original Mortgage Note (iv) contain such endorsements as Purchaser may require and the Title Company may provide pursuant to applicable state law. (i) All Property-specific conditions listed on Exhibit H attached hereto shall have been satisfied and fulfilled to Purchaser’s reasonable satisfaction. (j) All “Conditions Precedent,” as set forth in the Commitment Letter, have been satisfied to Purchaser’s reasonable satisfaction. Upon the fulfillment or lost note affidavit Purchaser’s written waiver of all of the above conditions, Purchaser shall deposit immediately available federal funds necessary to close this Transaction with the Title Company and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case this Transaction shall close in accordance with the instructions set forth in EXHIBIT A attached heretoterms and conditions of this Agreement. Unless otherwise dated, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) all of the documents to be delivered at Closing shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. (i) An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT Exhibit B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT Exhibit A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the --------------------------------- Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. (i) An assignment or assignments of the each Mortgage Loans Loan to the Purchaser substantially in the form attached hereto as EXHIBIT Exhibit B with --------- such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity)Note, duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT Exhibit A attached --------- hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; (ii. ) The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; (iii. ) A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICERAuthorized Officer"), dated as of the Closing Date, ------------------ substantially in the form attached hereto as EXHIBIT C, Exhibit C to the parties --------- hereto, and attached thereto the resolutions of the Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and charter, by-laws and a Good Standing Certificate or as of a memorandum setting forth the verbal assurances from the appropriate regulatory authorities recent date with respect to the Seller will be immediately forthcoming; andSeller; (iv. ) An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D.Exhibit D-1 and D-2; ----------- --- v. (v) A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person.[; and] C. (vi) A certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name; and (vii) A servicing agreement substantially in the form attached hereto as Exhibit E executed by the Seller; --------- (c) The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be hereunder are subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditionsconditions at or before Closing, the occurrence of which may, at the option of Purchaser, be waived: A. The obligations of the Seller required to be performed by it on or prior (a) Subject to the Closing Date pursuant matters disclosed in the Disclosure Memorandum as supplemented by Seller from time to the terms of this Agreement shall have been duly performed and complied with and time, all of the representations and warranties of the Seller under in this Agreement shall be true in all material respects on and correct as of the date hereof Closing. (b) Any supplement to the Disclosure Memorandum delivered by Seller shall not reflect in Purchaser's reasonable judgment any material adverse change in the Assets or the Business. (c) Seller shall have performed and as complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by Seller prior to or on the Closing Date. (d) Seller shall have obtained and delivered to Purchaser all of the Consents. (e) Purchaser and Franchisor shall have entered into a franchise agreement with respect to each Restaurant and development agreements with respect to each ADI in the Territory. (f) Purchaser shall have obtained, either from Seller or directly from the issuing authority, all permits, licenses, including liquor licenses, and approvals of all governmental and quasi-governmental authorities necessary for the operation of the Restaurants in accordance with franchise requirements; provided, however, that if Purchaser is unable to obtain from local municipal or county authorities a permit necessary for such operation of the Restaurants, and Purchaser reasonably believes that it will be able to obtain such a permit within two months of the Closing Date, and no event Closing of the transactions contemplated hereunder will not be delayed if Seller delivers to Purchaser a duly executed liquor license management agreement or agreements. (g) The waiting period under the HSR Act shall have occurred which, with notice expired or a notification of early termination of the passage of time, or both, would constitute a default under this Agreement, and the waiting period shall have been received by Purchaser. (h) Purchaser shall have received a certificate obtained the financing described on Exhibit E upon terms and conditions reasonably acceptable to that effect signed by an Authorized Officer (as defined below) of the SellerPurchaser or other financing reasonably acceptable to Purchaser. B. The (i) Purchaser or the Purchaser's document custodian shall have received, or been issued the Purchaser's attorney Title Policies. (j) Seller shall have received in escrow, all of delivered the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed items required by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnitySection 2.4(a), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations obligation of Purchaser to cause the Purchaser under this Agreement shall transaction contemplated herein to be consummated is subject to the satisfactionsatisfaction of the following conditions (collectively, the “Purchaser Conditions Precedent”) on or prior to the Closing Date, of the following conditions: A. The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all (a) All of the representations and warranties of the Seller under contained in this Agreement shall be true true, correct and correct complete in all material respects when made as of if made on the date hereof Effective Date and as of on the Closing Date. (b) Seller shall perform, observe and no event shall have occurred whichcomply in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with notice on its part prior to or as of Closing hereunder, including, without limitation, the passage delivery of time, or both, would constitute a default all documents and other items to be delivered under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The (c) (x) Seller shall use commercially reasonable efforts to deliver to Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and estoppel certificates from each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing DateTenant, substantially in the form attached annexed hereto as EXHIBIT CExhibit G and made a part hereof (unless a Tenant’s lease permits such Tenant to use its own form of estoppel, in which event such form may be used), in each case, (x) showing no adverse matters or other matters otherwise inconsistent with Seller’s representations in this Agreement and (y) dated not more than thirty (30) days prior to the parties heretoClosing Date (each, a Tenant Estoppel”). At a minimum, Seller shall be obligated to deliver to Purchaser an executed Tenant Estoppel from (A) each of Cinema World, CW Lanes & Games, Fresenius Kidney Care, Home Goods, Lincoln Tech, Marshalls, Maxx Fitness Club, Ocean State Job Lot, Party City and attached thereto copies Stop & Shop (collectively, the “Major Tenants”) and (B) at least sixty-five percent (65%) of the charter remaining Tenants at the Property, based upon leased gross leasable area (together with the Major Tenants, collectively, the “Required Tenants”). Seller will deliver to Purchaser, for Purchaser’s review and by-laws and a Good Standing Certificate or a memorandum setting forth approval, completed forms of the verbal assurances from tenant estoppel certificates containing the appropriate regulatory authorities with respect information contemplated thereby prior to delivery thereof to the Seller respective Tenants. Within five (5) days following Purchaser’s receipt thereof, Purchaser will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the either (x) approve any such completed tenant estoppel form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable for delivery to the Purchaser, executed by the appropriate mortgagee applicable Tenant or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions (ii) set forth in reasonable detail all changes which Purchaser believes to be appropriate to make the completed estoppel certificate accurate and complete under the applicable lease. For purposes of this Agreement Section 9.1(c), without limiting the foregoing in this section, any tenant estoppel certificate shall be deemed to show an adverse matter if it (i) includes any document not listed on Exhibit B attached hereto for such Tenant, or omits a document set forth on such Exhibit B, and such document is deemed material by Purchaser, in its reasonable discretion, or (ii) identifies any uncured defaults of Seller or Tenant under the applicable Lease, any material claim by such Tenant or any material economic deviation or other material deviation from the information contained on the form submitted to the Tenant for execution or as set forth in the Purchaser and its attorney may reasonably requestapplicable Lease.

Purchaser’s Conditions to Closing. The obligations obligation of Purchaser to consummate the Purchaser under transactions contemplated by this Agreement shall be is, unless waived by Purchaser, subject to the satisfactionfulfillment, on or prior to before the Closing DateClosing, of each of the following conditions: A. The obligations (a) No injunction or restraining order shall be in effect which prohibits, restricts or enjoins, and no suit, action or proceeding shall be pending which seeks to prohibit, restrict, enjoin, nullify, seek material damages with respect to or otherwise materially adversely affect the consummation of the transactions contemplated hereby; (b) All covenants of Seller required and Stockholder under this Agreement to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects, except to the extent attributable to actions expressly permitted or consented to by Purchaser in writing; (c) At the Closing, Purchaser shall have received a certificate, executed by the President and complied with Secretary of the Seller and all Stockholder (effective as of the Closing), and in form and content reasonably acceptable to Purchaser, certifying the truth and accuracy of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Stockholder herein contained. (d) Purchaser shall have received from each of Seller a certificate to that effect signed by an Authorized Officer (as defined below) from the Department of State of the Seller.State of Florida to the effect that Seller is in good standing in such state; B. The (e) Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have has received in escrow, all such documentation as may be necessary to establish that Purchaser is not required to withhold any portion of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required Purchase Price pursuant to the respective terms thereof: i. An assignment or assignments Section 1445 of the Mortgage Loans to the Purchaser Internal Revenue Code of 1986 (substantially in the form attached hereto as EXHIBIT B with such changes as are required of Exhibit V hereto); (f) Purchaser shall have received all Property, assets, certificates, instruments, agreements and other documents to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser Seller at or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated before Closing as of the related Closing Date and attached hereto; iii. A provided in this Agreement, including a certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of Seller confirming the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions matters set forth in paragraphs (a), (b), (c) and (e) above; (g) Prior to the Closing there shall not have occurred any material adverse change in the Business, nor shall any event have occurred or condition exist which, with the passage of time or the giving of notice, may cause or create any such adverse material change. (h) Prior to the Closing, all corporate and other proceedings in connection with the transactions contemplated by this Agreement as the and all documents and instruments incident to such transactions shall be in form and content reasonably satisfactory to Purchaser and its attorney counsel, and Purchaser and its counsel shall have received all counterpart originals or certified or other copies of such documents and instruments as they may reasonably request. (i) All statutory requirements for the valid consummation by the Seller of the transactions herein described shall have been fully and timely satisfied; all authorizations, consents and approvals of all Federal, state and local governmental agencies and authorities required to be obtained in order to permit consummation by Seller of the transactions herein described, and/or to permit the Business to continue unimpaired in all material respects immediately following the Closing shall have been obtained and shall be in full force and effect; and no action or proceeding to suspend, revoke, cancel, terminate, modify or alter any of such authorizations, consents or approvals shall be pending or threatened. (j) Purchaser shall have received all the documentation including the Bill of Sale and Anderson=s employment agreement required to be dexxxxred to it purxxxxx xxe provisions of the Agreement. (k) Purchaser shall have received an opinion of counsel to Seller with respect to those matters set forth on Exhibit "W" hereto.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. (i) An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT Exhibit B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT Exhibit A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.or

Purchaser’s Conditions to Closing. The obligations Purchaser shall not be obligated to close and fund the Transaction until the fulfillment (or written waiver by Purchaser) of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, all of the following conditions: {B3764294.2} 11 (a) Seller shall have delivered to Purchaser or the Title Company, as applicable, the following items: A. (i) The obligations Deed. (ii) Such documents evidencing the legal status and good standing of Seller that may be required by Purchaser and/or the Title Company for issuance of the Seller required Title Policy, including, without limitation, certificates of good standing; (iii) Fully executed originals of an Assignment of Warranties in the form of Exhibit D, attached hereto, or if not assignable, evidence satisfactory to be performed Purchaser that it will receive coverage or protection acceptable to Purchaser for the matters covered by it on or prior such warranties, in either case, to the Closing Date pursuant to extent required by Purchaser (the terms “Assignment of this Agreement shall have been duly performed and complied with Warranties”), and all of the representations other Transaction Documents to which it is a party; (iv) A certificate of an officer, manager or general partner, as applicable, of Seller, together with copies of Seller’s (A) articles of organization or certificate of formation, as applicable, amended to date; (B) operating agreement, bylaws or partnership agreement, as applicable, amended to date; (C) resolutions authorizing the Transaction and warranties the execution of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Dateother Transaction Documents, and no event shall have occurred which, with notice identifying the Person(s) authorized to execute this Agreement and the other Transaction Documents; and (D) certificates of good standing or similar documents from the passage of time, state in which Seller was organized or both, would constitute a default under this Agreementformed, and original certificates of qualification or similar documents from the Purchaser shall have received state where the Property is located; (v) A duly executed affidavit from Seller stating that Seller is not a certificate to that effect signed by an Authorized Officer (“foreign person” as defined below) in the Federal Foreign Investment in Real Property Tax Act of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received1980 and 1984 Tax Reform Act, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is locatedExhibit C (collectively, and each original Mortgage Note (or lost note affidavit and indemnity“Non‑Foreign Seller Certificate”), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared (vi) Lease Termination document duly executed by Seller terminating the Lease Agreement between Seller and Purchaser dated March 1, 2017, as of amended on November 8, 2017 (the related Closing Date and attached hereto“Existing Lease”); iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations following shall be conditions precedent to Purchaser’s obligation to purchase the Property Assets (provided that the Purchaser may elect to waive any of the Purchaser foregoing and proceed to Closing): (1) Delivery by Seller of all items required to be delivered by Seller under this Agreement shall be subject Sections 3(D) and (F) below; (2) Subject to the satisfaction, Title Company’s receipt of the Premium on or prior to the Closing Date, the Title Company shall be unconditionally committed at Closing to issue the Title Policy substantially in the form of the following conditions:Pro Forma Title Policy; A. The (3) Payment by Seller to the applicable recorder’s office of all transfer taxes to be paid by Seller pursuant to Section 3(H)(1)(b); (4) Performance by Seller of all other pre-Closing obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and including the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) delivery of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the PurchaserSeller’s Closing Documents; ii. The Mortgage Loan Schedule prepared by Purchaser dated as (5) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of the related Closing Date and attached hereto; iii. A certificate signed by an officercreditors, which officer may be either a senior vice presidentinsolvency, a vice presidentbankruptcy, an assistant vice president reorganization or assistant secretary (an "AUTHORIZED OFFICER")other proceedings, dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate pending or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities threatened against Seller with respect to the Property Assets, the Solar Agreements, the Development Agreement, the Developer’s Agreement, the EWMUA Developer’s Agreement, the EWMUA Resolution, the Interconnection Agreement, or the Forest Plan or that would materially and adversely affect Seller’s ability to perform its obligations under this Agreement; (6) There shall exist no pending or threatened action, suit or proceeding with respect to Seller will be immediately forthcomingbefore or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby; (7) Seller shall join with Purchaser to unconditionally instruct the Title Company, as escrow agent to release from escrow all the documents and funds held in escrow pursuant to the Consent Escrow (including dating such documents as specified in the Consent Escrow and delivering such funds as specified in the Consent Escrow); (8) Intentionally deleted; (9) NJRCEV shall have executed and delivered the Consent and each of the Assignment of Solar Agreements and the Assignment of Development Agreement; (10) Payment by Seller to NJRCEV of Seller’s Share of the Consent Fee; and iv. An opinion of Seller's counsel (11) Seller shall have removed all items reasonably identified by Purchaser in substantially writing to Seller as hazardous waste materials and/or off-specification or out-of-date materials at the form attached hereto as EXHIBIT D. v. A security release certification, Real Property in a form acceptable to pre-Closing joint walk through of the PurchaserReal Property on June 16, executed 2014 or at such other time as mutually agreed upon by the appropriate mortgagee or secured party, if any of parties (the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person“Pre-Close Inspection”). C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, or such other date specified herein, of the following conditions: A. (a) The obligations of the Mortgage Loan Seller required to be performed by it on at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) authorized officer of the Mortgage Loan Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney its designee shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser and in form and substance satisfactory to the Purchaser, the Underwriters and their respective counsel, duly executed (except in the case of (i) and (ii)) by all signatories other than the Purchaser, Purchaser as required pursuant to the respective terms thereof: i. An assignment or assignments of the (i) with respect to each Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where Loan, the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached heretoFile, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) File shall be delivered to and held by the Purchaser or its agent Trustee on behalf of the Purchaser; (ii. The ) the final Mortgage Loan Schedule prepared by Purchaser dated attached hereto as of the related Closing Date and attached heretoExhibit A; (iii. A certificate signed by ) an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), 's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B; (iv) an opinion of _______________, counsel to the Mortgage Loan Seller, substantially in the form attached hereto as EXHIBIT Exhibit C, to the parties hereto, and attached thereto copies ; (v) such other opinions of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject Loan Seller, the Depositor or the Underwriters may require; (vi) the Xxxxxxx Xxxxx Mortgage Loan Purchase and Sale Agreement duly executed and delivered; (vii) such other documents, certificates and opinions as may be necessary to any security interest, pledge or hypothecation secure for the benefit of such person. C. The Seller will furnish to Certificates the Purchaser such other certificates of its officers or others ratings from Xxxxx'x Investors Services, Inc. ("Moody's") and such other documents to evidence fulfillment of the conditions Xxxxx IBCA, Inc. ("Fitch IBCA") set forth in Clause (viii) of this Agreement as Section 4.1(b); (viii) Letters from Moody's and Fitch IBCA showing the Purchaser following ratings: for the Class A-1 Certificates, a "Aaa" rating from Xxxxx'x and its attorney may reasonably request.a "AAA" rating from Fitch IBCA; for the Class A-2 Certificates, a "Aaa" rating from Xxxxx'x and a "AAA" rating from Fitch IBCA; for the Class X Certificates, a "Aaa" rating from Xxxxx'x and a "AAA" rating from Fitch IBCA; for the Class B Certificates, a "Aa2" rating from

Purchaser’s Conditions to Closing. The obligations Purchaser shall not be obligated to close and fund the Transaction until the fulfillment (or written waiver by Purchaser) of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, all of the following conditions: A. The obligations (a) Purchaser shall have received and approved all of the items and materials as provided in Article II hereof. (b) Purchaser shall have inspected and approved the Property as provided in Article II. (c) Seller and Lessee, as appropriate, shall have delivered to Purchaser or the Title Company, as applicable, the following items: (i) The Deed, pursuant to which the Property is conveyed to Purchaser, free of all Liens, restrictions encroachments and easements, except the Permitted Encumbrances; (ii) Such documents evidencing the legal status and good standing of Seller and Lessee that may be required by Purchaser and/or the Title Company for issuance of the Title Policy, including, without limitation, certificates of good standing; (iii) Fully executed originals of (A) the Lease Agreement, together with fully executed originals of the memorandum thereof (the “Memorandum of Lease”), (B) an Assignment of Warranties in the form of Exhibit D attached hereto (the “Assignment of Warranties”), and (C) all of the other Transaction Documents; (iv) Certificates evidencing the insurance coverage, limits and policies to be performed carried by it on or prior to the Closing Date Lessee under and pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Lease Agreement, on the forms and containing the Purchaser shall have received a certificate to that effect signed information required by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant landlord (“Lease Proof of Insurance”); (v) A certificate of an officer, manager or general partner, as applicable, of each of Seller and Lessee, together with copies of each entity’s (1) articles of organization or certificate of formation, as applicable, amended to date; (2) operating agreement, bylaws or partnership agreement, as applicable, amended to date; (3) resolutions authorizing the respective terms thereof:Transaction and the execution of this Agreement and the other Transaction Documents, and identifying the Person(s) authorized to execute this Agreement and the other Transaction Documents; and (4) original certificates of good standing or similar documents from the states in which each entity was organized or formed, and original certificates of qualification or similar documents from the state where the Property is located; i. An assignment or assignments (vi) A duly executed affidavit from Seller stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of the Mortgage Loans to the Purchaser substantially 1980 and 1984 Tax Reform Act, in the form attached hereto as EXHIBIT B with such changes Exhibit C (“Non-Foreign Seller Certificate”); (vii) The Title Company’s Owner Affidavit in form as are acceptable to Seller; (viii) Closing settlement statements approved by Seller and Purchaser to reflect the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement; (ix) To the extent not previously provided, the most recent financial statements available for Seller and Lessee; (x) All documents required to adapt be delivered by this Agreement and the assignment other Transaction Documents; (xi) Illinois Real Estate Transfer Declaration (P-TAX203) and the Supplemental Form A (P-TAX203A); and (xii) Such further documents as reasonably may be required in order to fully and legally close this Transaction, including any required assignments and assumptions of operating agreements related to the proper form Property. (d) Purchaser shall have received the Title Commitment and the Title Company’s irrevocable commitment to insure title by means of the Title Policy which shall (i) subject to Section 5.01(c)(i), show good and marketable title in Seller, (ii) be in an amount equal to the Purchase Price, (iii) commit to insure Purchaser’s fee simple ownership in the jurisdiction where the related Mortgage Property is locatedsubject only to Permitted Encumbrances, and each original Mortgage Note (iv) contain such endorsements as Purchaser may require. (e) Intentionally omitted. (f) There shall have been no material adverse change in the financial condition of Seller, Lessee or lost note affidavit the Property from the Effective Date. (g) All (i) representations and indemnity)warranties of Seller set forth herein shall have been true and correct in all respects when made, and (ii) all covenants, agreements and conditions required to be performed or complied with by Seller prior to or at the time of Closing in connection with the Transaction shall have been duly endorsed originally performed or complied with by facsimileSeller prior to or at such time or waived in writing by Purchaser. (h) No event shall have occurred or condition shall exist which would, without recourseupon the Closing Date, or, upon the giving of notice and/or passage of time, constitute a breach or default hereunder or under any other Transaction Document, or any other agreements between or among Purchaser, Seller or Lessee. (i) Seller and Lessee shall have caused all leases and, unless otherwise agreed to in writing by Purchaser, all subleases of any or all of the Property and any other documents affecting the Property existing at Closing, at Purchaser’s sole option, to be cancelled as of the Closing Date or subordinated to the Lease Agreement pursuant to subordination agreements in form and substance satisfactory to Purchaser. Upon the fulfillment or Purchaser’s written waiver of all of the above conditions, in each case Purchaser shall deposit funds necessary to close this Transaction with the Title Company and this Transaction shall close in accordance with the instructions set forth in EXHIBIT A attached heretoterms and conditions of this Agreement. Unless otherwise agreed, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) all of the documents to be delivered at Closing shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be hereunder are subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditionsconditions at or before Closing, the occurrence of which may, at the option of Purchaser, be waived: A. The obligations of the Seller required to be performed by it on or prior (a) Subject to the Closing Date pursuant matters disclosed in the Disclosure Memorandum as supplemented by Seller from time to the terms of this Agreement shall have been duly performed and complied with and time, all of the representations and warranties of the Seller under in this Agreement shall be true in all material respects on and correct as of the date hereof Closing. (b) Any supplement to the Disclosure Memorandum delivered by Seller shall not reflect in Purchaser's reasonable judgment any material adverse change in the Assets or the Business. (c) Seller shall have performed and as complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by Seller prior to or on the Closing Date. (d) Seller shall have obtained and delivered to Purchaser all consents necessary to transfer and assign the Assets (except for Minor Contracts) to Purchaser. (e) Purchaser and Franchisor shall have entered into a franchise agreement with respect to each Restaurant and development agreements with respect to each ADI in the Territory. (f) Purchaser shall have obtained, either from Seller or directly from the issuing authority, all permits, licenses, including liquor licenses, and approvals of all governmental and quasi-governmental authorities necessary for the operation of the Restaurants in accordance with franchise requirements; provided, however, that if Purchaser is unable to obtain from local municipal or county authorities a permit necessary for such operation of the Restaurants, and Purchaser reasonably believes that it will be able to obtain such a permit within two months of the Closing Date, and no event Closing of the transactions contemplated hereunder will not be delayed if Seller delivers to Purchaser a duly executed liquor license management agreement or agreements. (g) The waiting period under the HSR Act shall have occurred which, with notice expired or a notification of early termination of the passage of time, or both, would constitute a default under this Agreement, and the waiting period shall have been received by Purchaser. (h) Purchaser shall have received a certificate obtained the financing described on Exhibit E upon terms and conditions reasonably acceptable to that effect signed by an Authorized Officer (as defined below) of the SellerPurchaser or other financing reasonably acceptable to Purchaser. B. The (i) Purchaser or the Purchaser's document custodian shall have received, or been issued the Purchaser's attorney Title Policies. (j) Seller shall have received in escrow, all of delivered the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed items required by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnitySection 2.4(a), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The In addition to the closing requirements contained elsewhere herein, Purchaser's obligations hereunder are conditioned upon the following events: 29.1. On or before February 28, 1998, Seller having obtained (i) a fully executed agreement of sale between Seller and Fretter, Inc., (the "Fretter's Agreement of Sale") evidencing Seller's intention to purchase the Fretter's parcel owned by Fretter legally described in Exhibit A-1 attached hereto (the "Fretter's Parcel") for an amount not to exceed $1,300,000.00 and which agreement of sale shall (a) specifically permit the assignment of Seller's rights thereunder to Purchaser, (b) allow Purchaser to satisfy any condition to effectiveness in the Dominick's Lease relating to the purchase of the Fretter's Parcel, (c) contain a release by Fretter, Inc. of any of its claims against Seller and the Property arising out of that certain Reciprocal Easement and Operation Agreement dated June 9, 1986 affecting the Property (the "REA") and that certain Supplemental Agreement dated June 30, 1986 between Seller's predecessor in title and Fretter, Inc., and (d) be reasonably acceptable to Purchaser under this in form and substance, and (ii) approval of the Fretter's Agreement shall be subject to of Sale by the satisfactionUnited States Bankruptcy Court for the Northern District of Ohio, on or Eastern Division in accordance with Section 363 of the United States Bankruptcy Code. Seller shall, prior to the Closing Date, of the following conditions: A. The comply with all obligations of the buyer under the Fretter's Agreement of Sale, but Seller required shall be under no obligation to close upon the acquisition of the Fretter's Parcel. In the event Seller is obligated to close under the terms of the Fretter's Agreement of Sale, but elects not to so close, the condition precedent contained in this Paragraph 29.1 shall no longer be performed deemed satisfied by it on Seller. 29.2. On or before February 28, 1998, Seller having obtained a fully executed agreement of sale between Seller and Toys R Us (the "Toys R Us Agreement of Sale") evidencing Seller's intention to purchase the Toys R Us parcel owned by Toys R Us legally described in Exhibit A-2 attached hereto (the "Toys R Us Parcel") for an amount not to exceed $2,700,000.00, and which agreement of sale shall (a) specifically permit the assignment of Seller's rights thereunder to Purchaser, (b) allow Purchaser to satisfy any condition to effectiveness in the Dominick's Lease relating to the purchase of the Toys R Us Parcel, (c) contain a release by Toys R Us of any of its claims against Seller and the Property arising out of the REA and that certain Toys' Supplemental Agreement dated June 16, 1986 between Seller's predecessor in title and Toys R Us, and (d) be reasonably acceptable to Purchaser in form and substance. Seller shall, prior to the Closing Date pursuant Date, comply with all obligations of the buyer under the Toys R Us Agreement of Sale, but Seller shall be under no obligation to close upon the acquisition of the Toys R Us Parcel. In the event Seller is obligated to close under the terms of the Toys R Us Agreement of Sale, but elects not to so close, the condition precedent contained in this Agreement Paragraph 29.2 shall have been duly performed and complied no longer be deemed satisfied by Seller. 29.3. On or before February 28, 1998, Seller having obtained a modification to the current Lease with and all Office Depot (the "Office Depot Modification"), which amendment shall (i) reduce the square footage of the representations and warranties Office Depot premises to approximately 27,000 square feet, provide for the same per square foot rental rate, a landlord contribution not to exceed $200,000 plus a landlord obligation to construct the new demising wall, demolition of the Seller under this Agreement shall be true and correct as building to the east of the date hereof demising wall, capping off utility and as of HVAC and structural work required in connection with such demolition, (ii) allow Purchaser the ability to satisfy any condition to effectiveness in the Dominick's Lease relating to the Office Depot premises and (iii) be reasonably acceptable to Purchaser in form and substance. Seller shall, prior to the Closing Date, and no event comply with all obligations of the lessor under the Office Depot Modification, but Seller shall not be obligated to expend any funds toward the landlord contribution or the construction of the demising wall set forth in the Office Depot Modification. 29.4. On or before February 28, 1998, Seller shall have occurred whichentered into a fully executed Lease with Dominick's Finer Foods (the "Dominick's Lease") in form and substance acceptable to Purchaser and assignable to Purchaser at the Closing with the following conditions to effectiveness having been satisfied: (i) the environmental condition of the surface and subsurface of the Property, the Fretter's Parcel and Toys R Us Parcel being acceptable to Dominick's; (ii) all consents to the Dominick's Lease from any other occupants and/or tenants of the Property having been obtained; and (iii) Dominick's and Seller having agreed upon a site plan for the redevelopment contemplated in the Dominick's Lease and minimum site criteria for the common area of the Property taking into account the redevelopment contemplated in the Dominick's Lease. Seller shall, prior to the Closing Date, comply with notice all obligations of the lessor under the Dominick's Lease, but Seller shall be under no obligation to expend any funds in connection with performing any of the covenants of landlord under the Dominick's Lease other than the preparation of the site plan. Purchaser shall have the right to review drafts of the Dominick's Lease as such drafts are prepared and to review other written materials given by Seller to Dominick's or by Dominick's to Seller, including, without limitation, correspondence and other reports regarding the environmental condition of the Property (collectively, the "Other Documents"). To effectuate the foregoing, Seller shall provide Purchaser with copies of the Dominick's Lease and the Other Documents as drafts thereof are prepared and cooperate with Purchaser in arranging mutually convenient dates, times and places for discussions between Purchaser and Seller. Notwithstanding anything to the contrary contained herein, the foregoing shall under no circumstances, either (A) limit Seller's ability, regardless of Purchaser's comments, to conduct the negotiations with Dominick's in Seller's sole discretion, present to Dominick's Seller's requirements and negotiating positions, or enter into the Dominick's Lease on terms and conditions acceptable to Seller in Seller's sole discretion; or (B) limit Purchaser's ability to terminate this Agreement pursuant to this Paragraph 29 for failure of Seller to obtain the Dominick's Lease in form and substance acceptable to Purchaser, notwithstanding Purchaser's right to review and comment upon the Dominick's Lease and the Other Documents. 29.5. On or before April 30, 1998, obtaining the IEPA's approval of the Approved Remediation Plan. 29.6. Notwithstanding anything contained in this Paragraph 29 to the contrary, Purchaser acknowledges that at the time of Closing it shall assume all obligations and liabilities of Seller in connection with the Fretter's Agreement of Sale and the Toys R Us Agreement of Sale without any corresponding reduction in the Purchase Price. In the event that Seller makes any earnest money deposits in connecxxxx xxth the Fretter's Agreement of Sale or the passage Toys R Us Agreement of timeSale, Seller shall receive a credit for all such earnest money deposits, together xxxx xhe interest earned thereon, at the Closing. To the extent the transaction set forth herein is consummated, Purchaser hereby agrees to indemnify and hold Seller and Affiliates of Seller harmless from and against any loss, cost, expense or bothliability (including, would constitute a default without limitation, reasonable attorney's fees, court costs and costs of appeal) arising out of claims under the Fretter's Agreement of Sale or the Toys R Us Agreement of Sale for matters arising after the Closing. 29.7. Notwithstanding anything contained in this Paragraph 29 to the contrary, Purchaser acknowledges that at the time of Closing it shall assume all obligations and liabilities of Seller in connection with the Office Depot Modification and the Dominick's Lease. To the extent the transaction set forth herein is consummated, Purchaser hereby agrees to indemnify and hold Seller and Affiliates of Seller harmless from and against any loss, cost, expense or liability (including, without limitation, reasonable attorney's fees, court costs and costs of appeal) arising out of claims under the Office Depot Modification or the Dominick's Lease for matters arising after the Closing. 29.8. Notwithstanding anything contained in this Paragraph 29 to the contrary, Seller shall have the right to extend the date for satisfaction of any of the conditions precedent contained in Paragraphs 29.1, 29.2, 29.3, 29.4 or 29.5 for up to three (3) consecutive thirty (30) day periods following the last date for satisfaction for each condition precedent , by giving prior written notice to Purchaser on or before the date three (3) business days prior to the last date for satisfaction of such condition precedent. If any of the above conditions are not fulfilled as of the time specified, Purchaser may terminate this Agreement, in which event Seller shall promptly return to Purchaser all Earnest Money deposited, togethex xxxx any interest earned thereon, and neither Purchaser nor Seller shall have any right, obligation or liability under this Agreement, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7.1. Notwithstanding anything hereto to the contrary, at any time after March 30, 1998, in the event that IEPA's approval of the Approved Remediation Plan has not been obtained but so long as the following events shall have occurred: (i) the conditions precedent to Closing set forth in Paragraphs 29.1, 29.2, 29.3 and 29.4 of this Agreement are satisfied or waived; (ii) the Approved Remediation Plan has been approved by Purchaser; and (iii) the Aggregate Cost has been determined, Seller shall have the right to deliver notice electing to close within thirty (30) days to Purchaser (the "Notice of Election"). On or before fifteen (15) days after receipt of the Notice of Election, Purchaser shall have received a certificate the right to that effect signed elect by an Authorized Officer (as defined below) written notice to either waive the satisfaction of the condition precedent contained in Paragraph 29.5 and proceed to Closing on the date which is thirty (30) days after Seller. B. The 's receipt of such notice or terminate this Agreement in which event the terms of the first sentence of this grammatical paragraph shall apply. Absent a written notice from Purchaser to Seller electing to close or the terminate on or before fifteen (15) days after Purchaser's document custodian receipt of the Notice of Election, Purchaser shall be deemed to have received, or waived the satisfaction of the condition precedent contained in Paragraph 29.5 and Closing shall occur forty-five (45) days after Purchaser's attorney shall have received in escrow, all receipt of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments Notice of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; iiElection. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.[EXECUTION PAGE FOLLOWS]

Purchaser’s Conditions to Closing. The obligations Purchaser shall not be obligated to close and fund the Transaction until the fulfillment (or written waiver by Purchaser) of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, all of the following conditions: A. (a) Seller and Lessee, as appropriate, shall have delivered to Purchaser or the Title Company, as applicable, the following items: (i) The obligations Deeds; (ii) Such documents evidencing the legal status and good standing of Seller/Lessee that may be required by Purchaser and/or the Title Company for issuance of the Seller Title Policies, including, without limitation, certificates of good standing; (iii) Fully executed originals of (A) the Lease, together with fully executed originals of memoranda thereof for all of the Properties (collectively, the “Memoranda of Lease”), (B) an Assignment of Warranties in the form of Exhibit D, attached hereto, or if not assignable, evidence satisfactory to Purchaser that it will receive coverage or protection acceptable to Purchaser for the matters covered by such warranties, in either case, to the extent required by Purchaser (the “Assignment of Warranties”), and all of the other Transaction Documents; (iv) Certificates evidencing the insurance coverage, limits and policies to be performed carried by it on or prior to the Closing Date Lessee under and pursuant to the terms of this Agreement shall have been duly performed the Lease, on the forms and complied with and all of containing the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed information required by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant landlord (“Lease Proof of Insurance”); (v) A certificate of an officer, manager or general partner, as applicable, of each Seller and Lessee, together with copies of each entity’s (A) articles of organization or certificate of formation, as applicable, amended to date; (B) operating agreement, bylaws or partnership agreement, as applicable, amended to date; (C) resolutions authorizing the respective terms thereof:Transaction and the execution of this Agreement and the other Transaction Documents, and identifying the 4848-2670-9558.6 STORE/Synalloy Purchase and Sale Agreement 6 Properties in OH, SC, TN and TX File No. 7210/02-475 Person(s) authorized to execute this Agreement and the other Transaction Documents; and (D) original certificates of good standing or similar documents from the states in which each entity was organized or formed, and original certificates of qualification or similar documents from the state or states where the Properties are located; i. An assignment or assignments (vi) A duly executed affidavit from each Seller stating that such Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of the Mortgage Loans to the Purchaser substantially 1980 and 1984 Tax Reform Act, in the form attached hereto as EXHIBIT B with such changes as are Exhibit C (collectively, “Non‑Foreign Seller Certificate”); (vii) Closing settlement statements approved by Seller and Purchaser to reflect the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement; (viii) To the extent not previously provided, the most recent financial statements available for the Seller Entities; and (ix) All documents required to adapt be delivered by this Agreement and the assignment other Transaction Documents and as may otherwise be required in order to fully and legally close this Transaction. (b) Purchaser shall have received the Title Commitments and the Title Company’s irrevocable commitment to insure title by means of the Title Policies. (c) There shall have been no material adverse change in the financial condition of Seller, Lessee or the Properties from the Effective Date. (d) All representations and warranties of Seller set forth herein shall have been true and correct in all respects when made, and all covenants, agreements and conditions required to be performed or complied with by Seller prior to or at the time of Closing in connection with the Transaction shall have been duly performed or complied with by Seller prior to or at such time or waived in writing by Purchaser. (e) No event shall have occurred or condition shall exist which would, upon the Closing Date, or, upon the giving of notice and/or passage of time, constitute a breach or default hereunder or under any other Transaction Document, or any other agreements between or among Purchaser, Seller, or Lessee. (f) Seller and Lessee shall have caused all leases and, unless otherwise agreed to in writing by Purchaser, all subleases of any or all of the Properties and any other documents affecting the Properties existing at Closing, at Purchaser’s sole option, to be cancelled as of the Closing Date or subordinated to the proper Lease pursuant to subordination agreements in form in and substance satisfactory to Purchaser. Upon the jurisdiction where fulfillment or Purchaser’s written waiver of all of the related Mortgage Property is locatedabove conditions, Purchaser shall deposit funds necessary to close this Transaction with the Title Company and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case this Transaction shall close in accordance with the instructions set forth in EXHIBIT A attached heretoterms and conditions of this Agreement. Unless otherwise agreed, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) all of the documents to be delivered at Closing shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be hereunder are subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditionsconditions at or before Closing, the occurrence of which may, at the option of Purchaser, be waived: A. The obligations of the Seller required to be performed by it on or prior (a) Subject to the Closing Date pursuant matters disclosed in the Disclosure Memorandum as supplemented by Seller from time to the terms of this Agreement shall have been duly performed and complied with and time, all of the representations and warranties of the Seller under in this Agreement shall be true in all material respects on and correct as of the date hereof Closing. (b) Any supplement to the Disclosure Memorandum delivered by Seller shall not reflect in Purchaser's reasonable judgment any material adverse change in the Assets or the Business. (c) Seller shall have performed and as complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by Seller prior to or on the Closing Date. (d) Seller shall have obtained and delivered to Purchaser all consents necessary to transfer and assign the Assets (except for Minor Contracts) to Purchaser. (e) Purchaser and Franchisor shall have entered into a franchise agreement with respect to each Restaurant and development agreements with respect to each ADI in the Territory. (f) Purchaser shall have obtained, either from Seller or directly from the issuing authority, all permits, licenses, including liquor licenses, and approvals of all governmental and quasi-governmental authorities necessary for the operation of the Restaurants in accordance with franchise requirements; provided, however, that if Purchaser is unable to obtain from local municipal or county authorities a permit necessary for such operation of the Restaurants, and Purchaser reasonably believes that it will be able to obtain such a permit within two months of the Closing Date, and no event Closing of the transactions contemplated hereunder will not be delayed if Seller delivers to Purchaser a duly executed liquor license management agreement or agreements. (g) The waiting period under the HSR Act shall have occurred which, with notice expired or a notification of early termination of the passage of time, or both, would constitute a default under this Agreement, and the waiting period shall have been received by Purchaser. (h) Purchaser shall have received a certificate obtained the financing described on Schedule 7.2(i) upon terms and conditions reasonably acceptable to that effect signed by an Authorized Officer (as defined below) of the SellerPurchaser or other financing reasonably acceptable to Purchaser. B. The Purchaser or the Purchaser's document custodian (i) Seller shall have received, or completed and opened the Purchasertwo Applebee's attorney restaurants under development pursuant to Section 4.7. (j) Purchaser shall have received in escrow, all of been issued the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personTitle Policies. C. The (k) Seller will furnish to shall have delivered the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably requestitems required by Section 2.4(a).

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, or such other date specified herein, of the following conditions: A. (a) The obligations of the Mortgage Loan Seller required to be performed by it on at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) authorized officer of the Mortgage Loan Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney its designee shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser and in form and substance satisfactory to the Purchaser, the Underwriters and their respective counsel, duly executed (except in the case of (i) and (ii)) by all signatories other than the Purchaser, Purchaser as required pursuant to the respective terms thereof: i. An assignment or assignments of the (i) with respect to each Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where Loan, the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached heretoFile, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) File shall be delivered to and held by the Purchaser or its agent Trustee on behalf of the Purchaser; (ii. The ) the final Mortgage Loan Schedule prepared by Purchaser dated attached hereto as of the related Closing Date and attached heretoExhibit A; (iii. A certificate signed by ) an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), 's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B; (iv) an opinion of , counsel to the Mortgage ------------- Loan Seller, substantially in the form attached hereto as EXHIBIT Exhibit C; (v) such other opinions of counsel as the Mortgage Loan Seller, to the parties heretoDepositor or the Underwriters may require; (vi) the Supplemental Mortgage Loan Purchase and Sale Agreement, dated as of June 1, 1999, by and attached thereto copies of between the charter Mortgage Loan Seller and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser. (vii) the PW Mortgage Loan Purchase and Sale Agreement, duly executed by the appropriate mortgagee or secured partyand delivered. (viii) such other documents, if any of the Mortgage Loans have at any time been subject certificates and opinions as may be necessary to any security interest, pledge or hypothecation secure for the benefit of such person. C. The Seller will furnish to Certificates the Purchaser such other certificates of its officers or others ratings from Xxxxx'x Investors Services, Inc. ("Moody's") and such other documents to evidence fulfillment of the conditions Fitch IBCA, Inc. ("Fitch IBCA") set forth in clause (ix) of this Agreement as section 4.1(b); (ix) Letters from Moody's and Fitch IBCA showing the Purchaser following ratings: for the Class A-1 Certificates, a "Aaa" rating from Xxxxx'x and its attorney may reasonably requesta "AAA" rating from Fitch IBCA; for the Class A-2 Certificates, a "Aaa" rating from Xxxxx'x and a "AAA" rating from Fitch IBCA; for the Class X Certificates, a "Aaa" rating from Xxxxx'x and a "AAA" rating from Fitch IBCA; for the Class B Certificates, a "Aa2" rating from Xxxxx'x and a "AA" rating from Fitch IBCA; for the Class C Certificates, a "A2" rating from Xxxxx'x and a "A" rating from Fitch IBCA; for the Class D Certificates, a "Baa2" rating from Moody's and a "BBB" rating from Fitch IBCA; for the Class E Certificates, a "Baa3" rating from Xxxxx'x and a "BBB-" rating from Fitch IBCA; for the Class F Certificates, a "Ba2" rating from Moody's; for the Class G Certificates, a "B2" rating from Moody's; for the Class H Certificates, a "B3" rating from Moody's.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be hereunder are subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditionsconditions at or before Closing, the occurrence of which may, at the option of Purchaser, be waived or Purchaser may terminate this Agreement by giving written notice of such termination to Seller: A. The obligations of the Seller required to be performed by it on or prior (a) Subject to the Closing Date pursuant matters disclosed in the Disclosure Memorandum as supplemented by Seller from time to the terms of this Agreement shall have been duly performed and complied with and time, all of the representations and warranties of the Seller under in this Agreement shall be true in all material respects on and correct as of the date hereof Closing. (b) Any supplement to the Disclosure Memorandum delivered by Seller shall not reflect in Purchaser's reasonable judgment any material adverse change in the Assets or the Business. (c) Seller shall have performed and as complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by Seller prior to or on the Closing Date. (d) Seller shall have obtained and delivered to Purchaser all consents necessary to transfer and assign the Assets (except for Minor Contracts) to Purchaser. (e) Purchaser and Franchisor shall have entered into a franchise agreement with respect to each Restaurant and development agreements with respect to each ADI in the Territory. (f) Purchaser shall have obtained, either from Seller or directly from the issuing authority, all permits, licenses, including liquor licenses, and approvals of all governmental and quasi-governmental authorities necessary for the operation of the Restaurants in accordance with franchise requirements; provided, however, that if Purchaser is unable to obtain from local municipal or county authorities a permit necessary for such operation of the Restaurants, and Purchaser reasonably believes that it will be able to obtain such a permit within two months of the Closing Date, and no event Closing of the transactions contemplated hereunder will not be delayed if Seller delivers to Purchaser a duly executed liquor license management agreement or agreements. (g) The waiting period under the HSR Act shall have occurred which, with notice expired or a notification of early termination of the passage of time, or both, would constitute a default under this Agreement, and the waiting period shall have been received by Purchaser. (h) Purchaser shall have received a certificate obtained the financing described on Exhibit E upon terms and conditions reasonably acceptable to that effect signed by an Authorized Officer (as defined below) of the SellerPurchaser or other financing reasonably acceptable to Purchaser. B. The (i) Purchaser or the Purchaser's document custodian shall have received, or been issued the Purchaser's attorney Title Policies. (j) Seller shall have received in escrow, all of delivered the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed items required by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnitySection 2.4(a), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations Subject ---------- ---------------------------------- to the limitations of Section 4(b) hereof, the obligation of Purchaser under this Agreement shall be to acquire an Equity Interest and to pay the related Acquisition Price on any Closing Date prior to the Final Closing Date is subject to the satisfactionreasonable satisfaction of, or the waiver by, Purchaser (which waiver shall be in writing and signed by Purchaser) of the following conditions precedent, it being understood, however, that such conditions (other than consummation of the Merger as described in and in accordance with the terms of Section 5(a)(iii) below) shall be, and hereby are, waived as of the Final Closing Date: (i) On or before each Closing Date, Purchaser shall have received, in each case duly authorized, executed and delivered by Seller, each Transfer Document relating to the Equity Interest being transferred on such Closing Date. (ii) Subject to the limitations of Section 3.4 thereof, all of the conditions precedent to Purchaser's obligations set forth in the Purchase Agreement relating to the Equity Interest to be transferred on such Closing Date shall have been satisfied or waived by Purchaser on or prior to such Closing Date. (iii) On or before the initial Closing Date, Purchaser shall have received evidence of (A) the merger of Seller with and into Echelon (the "Merger") in accordance with that certain Agreement and Plan of Merger of even date herewith between Seller and Echelon (the "Merger Agreement") (and none of the following conditions: A. The obligations terms and conditions of the Merger Agreement, insofar as they relate to any Aircraft, Lease, Lessee, Transaction Document or Transfer Document shall have been waived or modified by any party to the Merger Agreement without the prior written consent of Purchaser) and (B) the authorization by all necessary action on behalf of Seller of the execution, delivery and performance of this Agreement and each other document required to be performed executed by it on or prior to the Closing Date pursuant to Seller in accordance with the terms of this Agreement shall have been duly performed provisions hereof and complied with and all of the Purchase Agreements, including, without limitation, the Transfer Documents to which Seller is a party (collectively, the "Seller Documents"). [Omnibus Agreement] (iv) The representations and warranties of Seller contained herein and in all of the Seller under this Agreement Purchase Agreements shall be true and correct in all material respects as of such Closing Date with the date hereof same force and effect as though made on and as of the such Closing Date, and no event except to the extent that any such representation or warranty relates solely to an earlier date in which case such representation or warranty shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, been true and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received correct in escrow, all of the following closing documents, in such forms as are agreed upon material respects on and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personearlier date. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations Purchaser shall not be obligated to close and fund the Transaction until the fulfillment (or written waiver by Purchaser) of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, all of the following conditions: A. (a) Seller, Lessee, Guarantor and Current Owner as appropriate, shall have delivered to Purchaser or the Title Company, as applicable, the following items: (i) The obligations Deeds; (ii) Such documents evidencing the legal status and good standing of Seller, Lessee and Current Owner that may be required by Purchaser and/or the Title Company for issuance of the Seller Title Policies, including, without limitation, certificates of good standing; (iii) Fully executed originals of (A) the Lease Agreement, together with fully executed originals of a memoranda thereof for each of the Properties(collectively, the “Memoranda of Lease”), and (B) an Assignment of Warranties in the form of Exhibit D attached hereto, or if not assignable, evidence satisfactory to Purchaser that it will receive coverage or protection acceptable for the matters covered by such warranties, in either case, to the extent required by Purchaser (the “Assignment of Warranties”), and (C) all of the other Transaction Documents, including without limitation, the Guaranty; (iv) Certificates evidencing the insurance coverage, limits and policies to be performed carried by it on or prior to the Closing Date Lessee under and pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Lease Agreement, on the forms and containing the Purchaser shall have received a certificate to that effect signed information required by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant landlord (“Lease Proof of Insurance”); (v) A certificate of an officer, manager or general partner, as applicable, of each of Seller and Lessee, together with copies of each entity’s (1) articles of organization or certificate of formation, as applicable, amended to date; (2) operating agreement, bylaws or partnership agreement, as applicable, amended to date; (3) resolutions authorizing the respective terms thereof:Transaction and the execution of this Agreement and the other Transaction Documents, and identifying the Person(s) authorized to execute this Agreement and the other Transaction Documents; and (4) original certificates of good standing or similar documents from the states in which each entity was organized or formed, and original certificates of qualification or similar documents from the states where the Properties are located; i. An assignment or assignments (vi) A duly executed affidavit from each of Seller and Current Owner stating that such party is not a “foreign person” as defined in the Mortgage Loans to the Purchaser substantially Federal Foreign Investment in Real Property Tax Act of 1980 and 1984 Tax Reform Act, in the form attached hereto as EXHIBIT B with such changes as are Exhibit C (“Non-Foreign Seller Certificate”); (vii) Closing settlement statements approved by Seller and Purchaser to reflect the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement; (viii) To the extent not previously provided, the most recent financial statements available for Seller, Lessee and Guarantor; and (ix) All documents required to adapt be delivered by this Agreement and the assignment other Transaction Documents and as may otherwise be required in order to fully and legally close this Transaction. (b) Purchaser shall have received the Title Commitments and the Title Company’s irrevocable commitment to insure title by means of the Title Policies which shall (i) show good and marketable title in Seller, (ii) commit to insure Purchaser’s fee simple ownership in the Properties subject only to Permitted Encumbrances, and (iii) contain such endorsements as Purchaser may require. (c) Purchaser’s lender, if any, shall have received from the Title Company an irrevocable commitment to issue ALTA lender’s policies of title insurance which shall (i) insure title by means of an ALTA extended coverage policy of title insurance, (ii) show good and marketable title in Seller, (iii) commit to insure lender’s interest in the Properties subject only to Permitted Encumbrances, and (iv) contain such endorsements as such lender may require. (d) Purchaser shall have determined, in its sole discretion, that no conditions exist regarding the financial markets that could reasonably be expected to cause the rents and any other payments due under the Lease Agreement to become delinquent or to adversely affect the value or marketability of the Transaction or the Properties. There shall have been no adverse change in the financial condition of Seller, Lessee, Guarantor or the Properties from the Effective Date. (e) All (i) representations and warranties of Seller set forth herein shall have been true and correct in all respects when made, and (ii) all covenants, agreements and conditions required to be performed or complied with by Seller prior to or at the time of Closing in connection with the Transaction shall have been duly performed or complied with by Seller prior to or at such time or waived in writing by Purchaser. (f) No event shall have occurred or condition shall exist which would, upon the Closing Date, or, upon the giving of notice and/or passage of time, constitute a breach or default hereunder or under any other Transaction Document, or any other agreements between or among Purchaser, Seller, Lessee or Guarantor. (g) Seller and Lessee shall have caused all leases and, unless otherwise agreed to in writing by Purchaser, all subleases of any or all of the Properties and any other documents affecting the Properties existing at Closing, at Purchaser’s sole option, to be cancelled as of the Closing Date or subordinated to the proper Lease Agreement pursuant to subordination agreements in form and substance satisfactory to Purchaser. (h) Purchaser shall have received evidence in all respects satisfactory to Purchaser that upon Closing and execution and delivery of the jurisdiction where Lease Agreement, Purchaser, as lessor, will have the first priority FFE lien on the Personalty. (i) Purchaser shall have received a copy of the final agreement and all related Mortgage Property is locateddocumentation, and each original Mortgage Note which shall be in all respects satisfactory to Purchaser, memorializing the proposed holdback by Seller (as purchaser under the Existing Purchase Agreement) of up to $312,000 of the purchase price due under the Existing Purchase Agreement (the “Seller Holdback”). In no event shall Purchaser or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, its Affiliates be party to the Seller Holdback, nor shall the Properties or the Personalty be subject to or encumbered by the Seller Holdback in any way (and in no event shall Current Owner be entitied to recover against the Properties, the Personalty or Purchaser and its Affiliates upon an event of default by Seller under the Seller Holdback). (j) The transaction contemplated by the Existing Purchase Agreement shall have closed or shall close simultaneously with the Transaction contemplated herein. Upon the fulfillment or Purchaser’s written waiver of all of the above conditions, in each case Purchaser shall deposit funds necessary to close this Transaction with the Title Company and this Transaction shall close in accordance with the instructions set forth in EXHIBIT A attached heretoterms and conditions of this Agreement. Unless otherwise agreed, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) all of the documents to be delivered at Closing shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be hereunder are subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditionsconditions at or before Closing, the occurrence of which may, at the option of Purchaser, be waived: A. The obligations of the Seller required to be performed by it on or prior (a) Subject to the Closing Date pursuant matters disclosed in the Disclosure Memorandum as supplemented by Seller from time to the terms of this Agreement shall have been duly performed and complied with and time, all of the representations and warranties of the Seller under in this Agreement shall be true in all material respects on and correct as of the date hereof Closing. (b) Any supplement to the Disclosure Memorandum delivered by Seller shall not reflect in Purchaser's reasonable judgment any material adverse change in the Assets or the Business. (c) Seller shall have performed and as complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by Seller prior to or on the Closing Date. (d) Seller shall have obtained and delivered to Purchaser all consents necessary to transfer and assign the Assets (except for Minor Contracts) to Purchaser. (e) Purchaser and Franchisor shall have entered into a franchise agreement with respect to each Restaurant and development agreements with respect to each ADI in the Territory. (f) Purchaser shall have obtained, either from Seller or directly from the issuing authority, all permits, licenses, including liquor licenses, and approvals of all governmental and quasi-governmental authorities necessary for the operation of the Restaurants in accordance with franchise requirements; provided, however, that if Purchaser is unable to obtain from local municipal or county authorities a permit necessary for such operation of the Restaurants, and Purchaser reasonably believes that it will be able to obtain such a permit within two months of the Closing Date, and no event Closing of the transactions contemplated hereunder will not be delayed if Seller delivers to Purchaser a duly executed liquor license management agreement or agreements. (g) The waiting period under the HSR Act shall have occurred which, with notice expired or a notification of early termination of the passage of time, or both, would constitute a default under this Agreement, and the waiting period shall have been received by Purchaser. (h) Purchaser shall have received a certificate obtained the financing described on Exhibit F upon terms and conditions reasonably acceptable to that effect signed by an Authorized Officer (as defined below) of the SellerPurchaser or other financing reasonably acceptable to Purchaser. B. The (i) Purchaser or the Purchaser's document custodian shall have received, or been issued the Purchaser's attorney Title Policies. (j) Seller shall have received in escrow, all of delivered the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed items required by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnitySection 2.4(a), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of Purchaser to proceed with the Purchaser under this Agreement shall be Closing are subject to the satisfaction, on fulfillment at or prior to the Closing Date, of the following conditions: A. The obligations each of the conditions set forth in this Section 7.1 (“Purchaser’s Conditions Precedent”): (a) the representations and warranties of Seller required in Section 5 shall be true and correct in at and as of the Closing Date with the same effect as though made on and as of the Closing Date (except to the extent that any representation or warranty speaks to a specific date, such representation or warranty shall be true and correct as of such date); (b) Seller shall have delivered to Escrow Agent the documents set forth in Section 3.2(a); (c) all covenants, agreements and obligations contained in this Agreement to be performed or complied with by it Seller on or prior to the Closing Date pursuant shall have been performed or complied with; (d) the written approval and consent of any Person for the assignment and assumption of all Purchased Contracts shall have been obtained to the extent that such approval and consent is required under the terms of such Purchased Contract; provided, however, such approval and consent shall not be required if such Purchased Contract may be assigned upon the Bankruptcy Court’s entry of an order; (e) the Bankruptcy Court shall have entered the Sale and Assumption Order in the Bankruptcy Case approving Purchaser’s purchase of the Purchased Assets, which order shall, among other things: (i) include a specific finding that Purchaser is a good faith purchaser of the Purchased Assets pursuant to Section 363(m) of the Bankruptcy Code and that Section 363(n) of the Bankruptcy Code is inapplicable, (ii) be binding on any successor Chapter 11 or Chapter 7 trustee, and (iii) approve Seller’s assumption and assignment to Purchaser of the Purchased Contracts; (f) no preliminary or permanent injunction or other order of any Governmental or Regulatory Authority or Law that prevents the consummation of the transactions contemplated hereby shall be in effect; (g) Seller shall have obtained the final determination of all Cure Amounts, and such Cure Amounts shall be acceptable to Purchaser in its sole discretion; and (h) Seller shall have obtained the consent of the DIP Lender to sell the Purchased Assets pursuant to this Agreement free and clear of any and all Liens that the DIP Lender may have in connection with the DIP Credit Facility. Purchaser shall have been duly performed and complied with and the right to waive in writing any or all of the representations and warranties conditions precedent to its obligations hereunder; provided, however, that no waiver by Purchaser of the Seller under this Agreement any condition to its obligations hereunder shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared waiver by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, any other condition precedent to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personits obligations hereunder. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations obligation of the Purchaser under this Agreement shall be to consummate the transactions contemplated to occur at the Closing is subject to satisfaction (or waiver in writing by the satisfaction, on or prior to the Closing Date, Purchaser) of the following conditions:conditions precedent at or before the Closing. A. The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all (a) Each of the representations and warranties of the Seller under this Agreement Debtors contained herein shall be true and correct as of the date hereof in all material respects at and as of the Closing Date, with the same force and no event effect as though made at and as of the Closing. (b) The Debtors shall have occurred whichperformed and complied, in all material respects, with notice the obligations and covenants required by this Agreement to be performed or complied with by the passage of time, or both, would constitute a default under this Agreement, and Debtors prior to the Purchaser Closing. (c) The Bankruptcy Court shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of entered the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially Procedures Order in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached Exhibit B hereto and the Facilitation Order in the form set forth in Exhibit C hereto, which assignment or assignments and Mortgage Note (or lost note affidavit both the Procedures Order and indemnity) the Facilitation Order shall be delivered to Final Orders in full force and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date effect and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Dateand shall not be stayed, substantially enjoined or modified. For purposes hereof, “Final Order” shall mean an order or judgment of the Bankruptcy Court or any other court or adjudicative body as to which (a) the time to appeal, petition for certiorari, or move for reargument or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for reargument or rehearing shall then be pending or, (b) in the form attached hereto as EXHIBIT Cevent that an appeal, writ of certiorari, reargument, or rehearing thereof has been sought, such order of the Bankruptcy Court or any other court or adjudicative body shall have been affirmed by the highest court to the parties heretowhich such order was appealed, or certiorari has been denied, or from which reargument or rehearing was sought, and attached thereto copies the time to take any further appeal, petition for certiorari or move for reargument or rehearing shall have expired; provided, that no order shall fail to be a Final Order solely because of the charter and by-laws and possibility that a Good Standing Certificate motion pursuant to Rule 60 of the Federal Rules of Civil Procedure or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities Bankruptcy Rule 7024 may be filed with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personorder. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations Purchaser shall not be obligated to close and fund the Transaction until the fulfillment (or written waiver by Purchaser) of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, all of the following conditions:: ​ A. (a) Seller, Lessee, and Guarantor, as appropriate, shall have delivered to Purchaser or the Title Company, as applicable, the following items: ​ (i) The obligations Deed; ​ (ii) Such documents evidencing the legal status and good standing of Seller, Lessee, and Guarantor that may be required by Purchaser and/or the Title Company for issuance of the Seller Title Policy, including, without limitation, certificates of good standing; ​ (iii) Fully executed originals of (A) the Lease, together with a fully executed original of a memorandum thereof for the Property (the “Memorandum of Lease”), and (B) an Assignment of Warranties in the form of Exhibit D attached hereto, or if not assignable, evidence satisfactory to Purchaser that it will receive coverage or protection acceptable to Purchaser for the matters covered by such warranties, in either case, to the extent required by Purchaser (the “Assignment of Warranties”), and (C) all of the other Transaction Documents, including without limitation, the Guaranty; ​ (iv) Certificates evidencing the insurance coverage, limits and policies to be performed carried by it on or prior to the Closing Date Xxxxxx under and pursuant to the terms of this Agreement shall have been duly performed the Lease, on the forms and complied with and all of containing the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed information required by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant landlord (“Lease Proof of Insurance”); ​ (v) A certificate of an officer, manager or general partner, as applicable, of each of seller, Lessee and Guarantor, together with copies of each entity’s (A) articles of organization or certificate of formation, as applicable, amended to date; (B) operating agreement, bylaws or partnership agreement, as applicable, amended to date; (C) resolutions authorizing the respective terms thereof:Transaction and the execution of this Agreement and the other Transaction Documents, and identifying the Person(s) authorized to execute this Agreement and the other Transaction Documents; and (D) original certificates of good standing or similar documents from the states in which each entity was organized or formed, and original certificates of qualification or similar documents from the state where the Property is located; ​ i. An assignment or assignments (vi) A duly executed affidavit from Seller stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of the Mortgage Loans to the Purchaser substantially 1980 and 1984 Tax Reform Act, in the form attached hereto as EXHIBIT B with such changes as are Exhibit C (“Non-Foreign Seller Certificate”); ​ ​ ​ ​ STORE/Orion Marine Construction Purchase and Sale Agreement 000 XX-000, Xxxx Xxxxxx, XX File No. 7210/02-965.1 ​ ​ ​ ​ 10 ​ ​ ​ ​ ​ ​ (vii) Closing settlement statements approved by Seller and Purchaser to reflect the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement; ​ (viii) To the extent not previously provided, the most recent financial statements available for the Seller Entities; and (ix) All documents required to adapt be delivered by this Agreement and the assignment other Transaction Documents and as may otherwise be required in order to fully and legally close this Transaction. ​ (b) Purchaser shall have received the Title Commitment and the Title Company’s irrevocable commitment to insure title by means of the Title Policy. (c) Purchaser shall have determined, in its sole discretion, that (1) no conditions exist regarding the financial markets that could reasonably be expected to cause the rents and any other payments due under the Lease to become delinquent or to adversely affect the value or marketability of the Transaction or the Property and (2) there shall have been no adverse change in the current or prospective financial condition of Seller, Lessee, Guarantor or the Property from the Effective Date. ​ (d) All representations and warranties of Seller set forth herein shall have been true and correct in all respects when made, and all covenants, agreements and conditions required to be performed or complied with by Seller prior to or at the time of Closing in connection with the Transaction shall have been duly performed or complied with by Seller prior to or at such time or waived in writing by Purchaser. ​ (e) No event shall have occurred or condition shall exist which would, upon the Closing Date, or, upon the giving of notice and/or passage of time, constitute a breach or default hereunder or under any other Transaction Document, or any other agreements between or among Purchaser, Seller, Lessee or Guarantor. ​ (f) Seller and Lessee shall have caused all leases and, unless otherwise agreed to in writing by Purchaser, all subleases of the Property and any other documents affecting the Property existing at Closing, at Purchaser’s sole option, to be cancelled as of the Closing Date or subordinated to the proper Lease pursuant to subordination agreements in form in and substance satisfactory to Purchaser. ​ Upon the jurisdiction where fulfillment or Purchaser’s written waiver of all of the related Mortgage Property is locatedabove conditions, Purchaser shall deposit funds necessary to close this Transaction with the Title Company and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case this Transaction shall close in accordance with the instructions set forth in EXHIBIT A attached heretoterms and conditions of this Agreement. Unless otherwise agreed, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) all of the documents to be delivered at Closing shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.​

Purchaser’s Conditions to Closing. The (a) Purchaser's obligations of to consummate the Purchaser under this Agreement shall be subject to Transactions are conditioned upon the satisfaction, on or prior to the Closing Date, of the following conditionsfollowing: A. The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement (i) All Delivery Items shall have been duly performed deposited into the Escrow. (ii) All items listed on Schedule 1.8(a)(ii) shall have either been delivered to Purchaser or shall be located at the Club at Closing. (iii) A State of Nevada business license and complied a City of Henderson business license (such two licenses, the "Identified Approval") shall have been obtained by Purchaser in Purchaser's name so as to enable Purchaser legally to operate the Club from and after Closing; it being agreed that Purchaser shall work diligently, with Seller's assistance if and to the extent reasonably required and at no out-of-pocket cost or liability to Seller, to obtain all Identified Approvals. The Purchaser's obtaining either a liquor license for the Club or the consent of any equipment lessor identified in Part 2.6 of the Disclosure Schedule shall not be a condition precedent to Purchaser's obligations to consummate the Transactions. (iv) All of the representations and warranties of the Seller under this Agreement contained herein shall be true and correct as of the date hereof in all material respects on and as of the Closing DateDate as though republished and remade on and as of that date; it being expressly understood and agreed, however, that changes in representations and warranties which do not have a material adverse effect upon the business of the Club shall in no event be a basis giving rise to a right of Purchaser to terminate this Agreement pursuant to Section 1.8(c). (v) Seller shall have performed and complied with all of its obligations and covenants hereunder in all material respects. (vi) The closing of the purchase and sale of the Real Property shall have occurred which, simultaneously with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case Closing hereunder in accordance with the instructions set forth Real Property Purchase Agreement. Notwithstanding anything to the contrary contained in EXHIBIT A attached heretothis Agreement, which assignment or assignments Purchaser and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held Seller expressly agree that a proper election by the either Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially Seller to terminate this Agreement at any time in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities accordance with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have terms hereof shall be deemed to be a proper election by Purchaser or the Fee Owner, respectively, to terminate the Real Property Purchase Agreement and that a proper election by either Purchaser or the Fee Owner to terminate the Real Property Purchase Agreement at any time been subject in accordance with any of the terms thereof shall be deemed to any security interestbe a proper election by Purchaser or Seller, pledge or hypothecation for the benefit of such personrespectively, to terminate this Agreement. C. The Seller will furnish to (vii) Purchaser's approval, in its sole discretion, on or before the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment expiration of the conditions set forth in this Agreement as Due Diligence Period, of any and all aspects of the Purchaser and its attorney may reasonably request.Club and/or its

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be hereunder are subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditionsconditions at or before Closing, the occurrence of which may, at the option of Purchaser, be waived: A. The obligations of the Seller required to be performed by it on or prior (a) Subject to the Closing Date pursuant matters disclosed in the Disclosure Memorandum as supplemented by Seller from time to time to reflect any event or occurrence after the terms of this Agreement shall have been duly performed and complied with and date hereof, all of the representations and warranties of the Seller under in this Agreement shall be true in all material respects on and correct as of the date hereof Closing. (b) Any supplement to the Disclosure Memorandum delivered by Seller shall not reflect in Purchaser's reasonable judgment any material adverse change in the Assets or the Business. (c) Seller shall have performed and complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by Seller prior to or on the Closing Date. (d) Seller shall have obtained and delivered to Purchaser all consents necessary to transfer and assign the Assets (except for Minor Contracts) to Purchaser. (e) Purchaser and Franchisor shall have entered into a franchise agreement with respect to each Restaurant and development agreements with respect to each ADI in the Territory. (f) Purchaser shall have obtained, either from Seller or directly from the issuing authority, all permits, licenses, including liquor licenses, and approvals of all governmental and quasi-governmental authorities necessary for the operation of the Restaurants in accordance with franchise requirements or otherwise as reasonably indicated by Purchaser; provided, however, that if Purchaser is unable to obtain from local municipal or county authorities a permit necessary for such operation of the Restaurants, and Purchaser reasonably believes that it will be able to obtain such a permit within two months of the Closing Date, Closing of the transactions contemplated hereunder will not be delayed if Seller delivers to Purchaser a duly executed and mutually acceptable liquor license management agreement or agreements. (g) The waiting period under the HSR Act shall have expired or a notification of early termination of the waiting period shall have been received by Purchaser. (h) The Owned Real Property and any leases of real property on which a Restaurant is located (other than the Leases) shall be acquired by USRP, an affiliated entity of USRP or by Purchaser, prior to or effective as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the . (i) Purchaser shall have received a certificate to that effect signed been issued the Title Policies. (j) Seller shall have delivered the items required by an Authorized Officer Section 2.4(a). (as defined belowk) There shall be no Material Adverse Change in the financial condition of the Seller. B. The Purchaser Restaurants. As used herein, the term "Material Adverse Change" shall mean a decrease in sales of all Restaurants in the aggregate in an amount equal or more than 10% during the Purchaser's document custodian shall have received, or period from the Purchaser's attorney shall have received in escrow, all of date hereof through the following closing documents, in such forms as are agreed upon and acceptable Closing Date relative to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personsame period during 1997. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be to proceed with the Closing are subject to satisfaction of all of the satisfactionfollowing applicable conditions set forth in this Section 9.(a) (collectively, on or prior to "Purchaser's Conditions"): (i) On the Closing Date, of the following conditions: A. The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the made by Seller under in this Agreement shall must be true and correct in all material respects as of the date hereof if made on and as of the Closing Date, in each case without regard to any qualifications as to materiality contained in such representations and warranties, except for those changes which are either approved in writing by Purchaser or permitted under Section 17.(b). (ii) On the Closing Date, no event judicial or administrative suit, action, investigation, inquiry or other proceeding by any person may have been instituted against Seller, the Target Companies, or Purchaser that challenges the validity or legality of any of the transactions contemplated by this Agreement or otherwise affects the Property. (iii) On the Closing Date, there must not be any New Exceptions with respect to the Property unless such New Exceptions are Permitted Exceptions. (iv) On or before the Closing Date, Seller must have obtained and provided to Purchaser the Required Tenant Estoppel. (v) Seller shall have occurred whichdelivered at Closing to Purchaser an opinion of Xxxxxx and Xxxxx LLP, counsel for Seller, as to Target REIT's qualification as a REIT for U.S. federal income tax purposes, in substantially the form of Exhibit D. Such opinion will be based on/supported by representations to Xxxxxx and Xxxxx LLP, contained in a certificate or representation letter from the Target REIT or one of its officers. (vi) Prior to Closing, Seller shall have performed and complied with notice or the passage in all material respects all obligations, covenants, and agreements required of time, or both, would constitute a default it under this Agreement. (vii) On the Closing Date, and the Purchaser shall have received a certificate each of Seller's Deliveries pursuant to that effect signed by Section 10.(d) below. (viii) The Title Company shall have irrevocably committed to issue an Authorized Officer (as defined below) Owner's Policy of Title Insurance in the form of the Seller. B. The Purchaser Pro Forma Policy or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and a form otherwise acceptable to the Purchaser, duly executed by all signatories Purchaser and not showing any exceptions to title other than the PurchaserPermitted Exceptions, as required pursuant to and deleting the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially standard printed exceptions and including affirmative mechanics lien coverage in the form attached hereto as EXHIBIT B with such changes as are required to adapt Schedule 9.(a)(viii). (ix) On the assignment Closing Date, the Target REIT shall have no subsidiaries other than its interest in the Property Owner, and the Property Owner shall have no subsidiaries or other assets other than the Property and assets related to the proper form in use and operation of the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note Property. (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnityx) Seller shall be have delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER")certificate, dated as of the Closing Date, substantially in certifying the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions specified in Sections 9.(a)(i) and 9.(a)(vi) hereof. (xi) Except as set forth on Schedule 9.(a)(xi) (which Schedule shall be updated by Seller three (3) Business Days prior to Closing), there shall be no ongoing construction work at the Property being performed by or on behalf of Seller or a Target Company and all improvements or other construction work being performed by or on behalf of Seller or a Target Company, including, without limitation, tenant improvements, shall have been fully completed, and Seller shall have provided Purchaser unconditional final lien waivers in form satisfactory under NRS 108.2457 with respect to all work performed at the Property in connection with the tenant improvements being performed by or on behalf of Seller or a Target Company. (xii) Seller shall have delivered to Purchaser documentation, in form and substance reasonably acceptable to Purchaser, evidencing that all leasing commissions due in connection with the Tenant Lease have been paid. (xiii) The Commencement Date (as defined in the Tenant Lease) has occurred. (xiv) Seller shall have delivered to Purchaser a final certificate of occupancy (or the equivalent in the Property’s jurisdiction) for the Improvements. (xv) Seller shall have delivered to Purchaser a copy of the Notice of Acceptance from the City of Xxxxxxxxx in connection with that certain Off-Site Improvement Agreements by and between the Property Owner and the City of Xxxxxxxxx, dated as of August 3, 2016. (xvi) Seller shall have delivered to Purchaser a copy of the Certificate of Release in connection with that certain Off-Site Improvement Agreements by and between the Property Owner and County of Xxxxx, Nevada, dated as of June 27, 2016. (xvii) Three (3) Business Days prior to the Closing, Seller shall have delivered to Purchaser an accounting and reconciliation of the disbursement of the Escrow Funds (as defined in the Disbursement Agreement (defined below)) under that certain Construction Disbursement Account Agreement by and among Tenant, Property Owner and BCM Services dated as of June 1, 2018 (the "Disbursement Agreement"), which such accounting and reconciliation shall be approved by Tenant in writing, and any undisbursed amounts set forth in this Agreement such accounting and reconciliation shall be consistent with the amount of any unpaid Landlord Improvements (as defined in Exhibit B to the Tenant Lease, and as may have been amended) (the "Unpaid TI Amount"). (xviii) Seller, Purchaser and its attorney may reasonably requestthe Title Company shall have entered into that certain Construction Escrow Agreement. (xix) To the extent available, Seller shall have delivered to Purchaser interim monthly financial statements of the type described in Section 13.(m)(xi) of the Target Companies, beginning with the month ending July 31, 2018.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. (i) An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT Exhibit B with such changes as are required to adapt the such assignment to the proper form in the jurisdiction where the related Mortgage Property is located, if applicable, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT Exhibit A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; (ii. ) The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; (iii. ) A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICERAuthorized Officer"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT Exhibit C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and (iv. ) An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT Exhibit D. v. (v) A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. (c) The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, or such other date specified herein, of the following conditions: A. (a) The obligations of the Mortgage Loan Seller required to be performed by it on at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) authorized officer of the Mortgage Loan Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney its designee shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser and in form and substance satisfactory to the Purchaser, the Underwriters and their respective counsel, duly executed (except in the case of (i) and (ii)) by all signatories other than the Purchaser, Purchaser as required pursuant to the respective terms thereof: i. An assignment or assignments of the (i) with respect to each Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where Loan, the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached heretoFile, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) File shall be delivered to and held by the Purchaser or its agent Trustee on behalf of the Purchaser; (ii. The ) the final Mortgage Loan Schedule prepared by Purchaser dated attached hereto as of the related Closing Date and attached heretoExhibit A; (iii. A certificate signed by ) an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), 's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B; (iv) an opinion of Shearman & Stearling, counsel to the Mortgage Loan Seller, substantially in the form attached hereto as EXHIBIT Exhibit C; (v) such other opinions of counsel as the Mortgage Loan Seller, the Depositor or the Underwriters may require; (vi) each of the Other Mortgage Loan Purchase Agreements have been duly executed and delivered; (vii) such other documents, certificates and opinions as may be necessary to secure for the parties heretoCertificates the ratings from Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. ("Standard & Poor's") and Duff & Xxxxxx Credit Rating Co. ("DCR") set forth in Clause (viii) of this Section 4.1(b); (viii) Letters from Standard & Poor's and DCR showing the following ratings: for (i) the Class A-1 and Class A-2 Certificates, a "AAA" rating from each of Standard & Poor's and DCR, (ii) the Class B Certificates, a "AA" rating from each of Standard & Poor's and DCR, (iii) the Class C Certificates, a "A" rating from each of Standard & Poor's and DCR, (iv) the Class D Certificates, a "A-" rating from each of Standard & Poor's and DCR, (v) the Class E Certificates, a "BBB" rating from each of Standard & Poor's and DCR, (vi) the Class F Certificates, a "BBB-" rating from each of Standard & Poor's and DCR, (vii) the Class IO Certificates, a "AAAr" and "AAA" rating from Standard & Poor's and DCR, respectively, (viii), the Class G Certificates, a "BB" rating from each of Standard & Poor's and DCR, (ix) the Class H Certificates, a "B" rating from each of Standard & Poor's and DCR, and attached thereto copies (x) the Class J Certificates, a "B-" rating from each of the charter Standard & Poor's and by-laws and DCR. (ix) a Good Standing Certificate or a memorandum setting forth the verbal assurances letter from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion independent accounting firm of Seller's counsel Deloitte & Touche LLP in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable satisfactory to the Purchaser, executed by the appropriate mortgagee or secured party, if any of relating to certain information regarding the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions as set forth in this Agreement the Prospectus and the Prospectus Supplement and certain information regarding the Certificates as set forth in the Purchaser Prospectus and its attorney may reasonably requestthe Prospectus Supplement.

Purchaser’s Conditions to Closing. The Purchaser’s obligations of to consummate the Purchaser under this Agreement Acquisition hereunder shall be subject to satisfaction or waiver by the satisfaction, on Purchaser of the following conditions at or prior to the Closing Date, of the following conditionsClosing: A. (a) The obligations of the Seller required to be performed by it on or prior Smartek Parties shall have delivered to the Purchaser the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all Deliverables set out in Section 3.4; (b) Each of the representations and warranties of the Seller under Smartek Parties made in or pursuant to this Agreement shall be true and correct as of the date hereof and in all material respects as of the Closing Date, except for representations and no event warranties that are made as of a specific date or time, which shall be true and correct to the extent required only as of such specific date or time; (c) The Smartek Parties shall have occurred whichperformed and complied in all material respects with all of the covenants, obligations, agreements and conditions required by this Agreement to be performed or complied with notice by the Smartek Parties prior to the Closing; (d) There shall have been no material adverse change in the Smartek Parties IP Assets; (e) The Escrow Agreement shall have been executed by the Smartek Parties and the Escrow Agent on the Closing Date; (f) If (i) the Smartek Parties shall not have been able to obtain any required government or third party consent or approval, if applicable (ii) any material representation or warranty of the passage Smartek Parties shall prove to have been inaccurate or untrue in any material respect when first made or (iii) the Smartek Parties shall not have performed, in any material respect, any of time, or both, would constitute a default under the material covenants contained in this Agreement, and in each case by Closing, then the Purchaser shall have received a certificate be entitled, without limitation, (A) not to that effect signed by an Authorized Officer (as defined below) of consummate the Seller. B. The Purchaser or the Purchaser's document custodian shall have receivedAcquisition, or (B) to consummate the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Acquisition if Purchaser, in each case in accordance with its sole discretion, is willing to consummate the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note Acquisition on such basis. (or lost note affidavit and indemnityg) The Lock-Up Agreement shall be delivered to and held have been executed by the Purchaser or its agent Smartek Parties on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies ; (h) An officer's certificate of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, Smartek in a form acceptable to the PurchaserPurchaser shall have been delivered on the Closing Date, executed certifying its constating documents, by-laws, the resolutions of its directors and shareholders as may be required by applicable laws with respect to the appropriate mortgagee or secured partyauthorizing of its entry into the Closing Transaction Documents, if any and the specimen signatures of the Mortgage Loans have at any time been subject officers authorized to any security interest, pledge or hypothecation execute the Transaction Documents; (i) A legal of opinion of legal counsel to the Smartek Parties in a form acceptable to legal counsel for the benefit of such person. C. The Seller will furnish to Purchaser shall have been delivered on the Purchaser such other certificates of its officers or others Closing Date, including the due authorization and such other documents to evidence fulfillment execution of the conditions set forth in this Agreement as Closing Transaction Documents and the Purchaser and its attorney may reasonably requestenforceability of each thereof.

Purchaser’s Conditions to Closing. The obligations Purchaser shall not be obligated to close and fund the Transaction until the fulfillment (or written waiver by Purchaser) of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, all of the following conditions: A. The obligations of the (a) Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate delivered to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have receivedTitle Company, or as applicable, the Purchaser's attorney shall have received in escrow, all following items: (i) The Deeds; (ii) An assignment of the following closing documents, in such forms Cell Tower Lease with any approvals or consents of the lessee as are agreed upon may be required under any applicable agreements or Law and acceptable a notice letter to the PurchaserCell Tower Lease lessee, duly executed by all signatories other than notifying the Purchaser, as required pursuant lessee of the name and address of the new owner/lessor. Seller shall also diligently pursue the full execution and recordation of an amendment to the respective terms thereof:memorandum of lease for the Cell Tower Lease that eliminates the reference to a right of first refusal, but such amendment shall not be a condition to close; i. An assignment or assignments (iii) Such documents evidencing the legal status and good standing of Seller that may be required by Purchaser and/or the Title Company for issuance of the Mortgage Loans Title Policies, including without limitation, certificates of good standing; (iv) Fully executed originals of an Assignment of Warranties in form and substance reasonably satisfactory to Purchase and Seller (the Purchaser substantially “Assignment of Warranties”) in the form attached hereto as EXHIBIT B with such changes Exhibit D; (v) A duly executed affidavit from Seller stating that Seller is not a “foreign person” as are defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and 1984 Tax Reform Act, in the form attached hereto as Exhibit C (“Non‑Foreign Seller Certificate”); (vi) Closing settlement statement approved by Seller and Purchaser to reflect the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement; and (vii) All documents required to adapt be delivered by this Agreement and the assignment to the proper form in the jurisdiction where the related Mortgage Property is locatedother Transaction Documents, and each original Mortgage Note as may otherwise may be reasonably required in order to fully and legally close this Transaction. (b) There shall have been no Material Adverse Change since the Effective Date. (c) Purchaser shall have received evidence of the occurrence of the closing or lost note affidavit satisfaction of all conditions for closing under the Asset Purchase Agreement, which shall close on or before the Closing Deadline, it being understood that the parties intend to close on or before January 2, 2019, with an effective date of January 1, 2019 at 12:01 a.m. local time. (d) All (i) representations and indemnity)warranties of Seller set forth herein shall have been true and correct in all respects when made, and (ii) all covenants, agreements and conditions required to be performed or complied with by Seller prior to or at the time of Closing in connection with the Transaction shall have been duly endorsed originally performed or complied with by facsimileSeller prior to or at such time or waived in writing by Purchaser. Upon the fulfillment or Purchaser’s written waiver of all of the above conditions, without recourse, Purchaser shall deposit funds necessary to close this Transaction with the Purchaser, in each case Title Company and this Transaction shall close in accordance with the instructions set forth in EXHIBIT A attached heretoterms and conditions of this Agreement. Unless otherwise dated, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) all of the documents to be delivered at Closing shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations After exercise of the Purchaser under this Agreement Option, Purchaser’s obligation to pay the Purchase Price and to accept title to the Property shall be subject to compliance by City with the satisfaction, following conditions precedent on and as of the Closing Date: (a) City shall deliver to Purchaser on or prior before the Closing Date a covenant deed in proper statutory form for recording, duly executed and acknowledged by City (with Real Property Transfer Tax Valuation Affidavit if requested by Xxxxxxxxx), sufficient to convey to Purchaser fee simple title to the Property free of all exceptions and encumbrances except for the Permitted Title Exceptions. (b) Purchaser’s receipt of a current ALTA Owner’s Policy of Title Insurance in current form issued by the Title Company in the amount of the Purchase Price, or marked Commitment to issue the same, dated, or updated to, the Closing Date, insuring, or committing to insure, Purchaser’s fee simple title to the Property, subject only to the Permitted Title Exceptions set forth above. (c) Purchaser may apply to City’s Xxxxxxxxxx Redevelopment Authority for approval of a Xxxxxxxxxx Redevelopment Plan that includes the property or seek such other financial incentives as may be available to Purchaser or its successors in interest. If such a Xxxxxxxxxx Redevelopment Plan or other financial incentives are not approved as of the following conditions:Expiration Time, Purchaser may terminate this Agreement, and neither party shall have any further obligations hereunder. A. The obligations (d) Purchaser may seek approval of a site plan or preliminary site plan from the Seller required to be performed by it on or Bay City Planning Commission prior to the Closing Date pursuant Expiration Time. If such site plan or preliminary site plan approval are not granted prior to the terms of Expiration Time, Purchaser may terminate this Agreement Agreement, and neither party shall have been duly performed any further obligations hereunder. (e) The warranties and complied with and all of the representations and warranties of the Seller under this Agreement contained in Section 10 hereof shall be true and correct as of the date hereof and accurate as of the Closing Date, and no event City shall have occurred which, be in full compliance with notice or the passage terms and provisions of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, or such other date specified herein, of the following conditions: A. (a) The obligations of the Mortgage Loan Seller required to be performed by it on at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) authorized officer of the Mortgage Loan Seller. B. (b) The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney its designee shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser and in form and substance satisfactory to the Purchaser, the Underwriters and their respective counsel, duly executed (except in the case of (i) and (ii)) by all signatories other than the Purchaser, Purchaser as required pursuant to the respective terms thereof: i. An assignment or assignments of the (i) with respect to each Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where Loan, the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached heretoFile, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) File shall be delivered to and held by the Purchaser or its agent Trustee on behalf of the Purchaser; (ii. The ) the final Mortgage Loan Schedule prepared by Purchaser dated attached hereto as of the related Closing Date and attached heretoExhibit A; (iii. A certificate signed by ) an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), 's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B; (iv) an opinion of Xxxxxxx Xxxx & Xxxxxxxxx, counsel to the Mortgage Loan Seller, substantially in the form attached hereto as EXHIBIT Exhibit C; (v) such other opinions of counsel as the Mortgage Loan Seller, the Depositor or the Underwriters may require; (vi) the Other Mortgage Loan Purchase Agreements are duly executed and delivered; (vii) such other documents, certificates and opinions as may be necessary to secure for the parties heretoCertificates the ratings from Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. ("Standard & Poor's") and Duff & Xxxxxx Credit Rating Co. ("DCR") set forth in Clause (viii) of this Section 4.1(b); (viii) Letters from Standard & Poor's and DCR showing the following ratings: for (i) the Class A-1 and Class A-2 Certificates, a "AAA" rating from each of Standard & Poor's and DCR, (ii) the Class B Certificates, a "AA" rating from each of Standard & Poor's and DCR, (iii) the Class C Certificates, a "A" rating from each of Standard & Poor's and DCR, (iv) the Class D Certificates, a "A-" rating from each of Standard & Poor's and DCR, (v) the Class E Certificates, a "BBB" rating from each of Standard & Poor's and DCR, (vi) the Class F Certificates, a "BBB-" rating from each of Standard & Poor's and DCR, (vii) the Class IO Certificates, a "AAAr" and "AAA" rating from Standard & Poor's and DCR, respectively, (viii), the Class G Certificates, a "BB" rating from each of Standard & Poor's and DCR, (ix) the Class H Certificates, a "B" rating from each of Standard & Poor's and DCR, and attached thereto copies (x) the Class J Certificates, a "B-" rating from each of the charter Standard & Poor's and by-laws and DCR. (ix) a Good Standing Certificate or a memorandum setting forth the verbal assurances letter from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion independent accounting firm of Seller's counsel Deloitte & Touche LLP in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable satisfactory to the Purchaser, executed by the appropriate mortgagee or secured party, if any of relating to certain information regarding the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions as set forth in this Agreement the Prospectus and the Prospectus Supplement and certain information regarding the Certificates as set forth in the Purchaser Prospectus and its attorney may reasonably requestthe Prospectus Supplement.

Purchaser’s Conditions to Closing. The obligations Purchaser shall not be obligated to close and fund the purchase of a Property until the Purchaser under this Agreement shall be subject to the satisfaction, on fulfillment (or prior to the Closing Date, written waiver by Purchaser) of all of the following conditionsconditions with respect to each Property to be acquired: A. (a) Seller and Tenant shall have delivered to Purchaser or the Title Company, as applicable, the following items: (i) The obligations Deeds, pursuant to which the Properties are conveyed to Purchaser, free of all Liens, restrictions encroachments and easements, except the Permitted Encumbrances; provided, however, that if any of the Properties are acquired from a Person other than Seller, at Purchaser’s election, Seller shall assign to Purchaser by an assignment satisfactory in form and substance to Purchaser (including, without limitation, all required consents) all representations, warranties, covenants, indemnities and agreements made by such Person to Seller; (ii) Such documents evidencing the legal status and good standing of Seller and Tenant that may be required by Purchaser and/or the Title Company for issuance of the Title Policies, including, without limitation, certificates of good standing; (iii) Fully executed originals of: (A) the Existing Leases for each respective Property and the Guaranty thereof, together with fully executed originals of the memoranda thereof (collectively, the “Memorandum of Lease”) which may be recorded contemporaneously with Closing, together with evidence that any other lease presently affecting a Property has been terminated; and (B) an Assignment of Warranties executed by Seller in the form of Exhibit C attached hereto, or if not assignable, evidence satisfactory to Purchaser that it will receive coverage or protection acceptable for the matters covered by such warranties, in either case, to the extent required by Purchaser (the “Assignment of Warranties”); (C) the Xxxx of Sale executed by Seller in form attached hereto as Exhibit B (“Xxxx of Sale”); (D) an Owner’s Affidavit executed by Seller in form customarily required by the Title Company and which shall be sufficient so as to permit Title Company to insure title to the Properties free and clear of all mechanics’ liens’ (it being understood that Seller may be required to post collateral with the Title Company in order to obtain such mechanics’ lien coverage) ; (E) as to each Existing Lease, an Assignment and Assumption of Lease substantially in the form attached as Exhibit H to this Agreement, with modifications as may be performed required by it on or prior customary under applicable state law and necessary to conform to the Closing Date particular facts of the specific Property; and (F) all of the other Transaction Documents; (iv) At least five (5) Business Days before Closing, certificates evidencing the insurance coverage, limits and policies to be carried by the respective Tenant under and pursuant to the terms of this Agreement shall have been duly performed each Existing Lease, on the forms and complied with and all of containing the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed information required by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as landlord (“Lease Proof of Insurance”); (v) A certificate of an officer, manager or general partner, as applicable, of Seller, Tenant and each entity comprising Guarantor, together with copies of each entity’s (1) articles of organization, certificate of limited partnership or certificate of formation, as applicable, amended to date; (2) operating agreement, bylaws or partnership agreement, as applicable, amended to date; (3) resolutions authorizing the Transaction and the execution of this Agreement and the other Transaction Documents (as the case may be), and identifying the Person(s) authorized to execute this Agreement and the other Transaction Documents; and (4) original certificates of good standing or similar documents from the state in which each entity was organized or formed, and original certificates of qualification or similar documents from the states where the Properties are located; (vi) A duly executed “non-foreign” affidavit from Seller, in form reasonably acceptable to Purchaser (collectively, the “Non-Foreign Seller Certificate”); (vii) If applicable and reasonably requested by Purchaser, appropriate subordination and non-disturbance agreements; (viii) Closing settlement statements approved by Seller and Purchaser to reflect the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement; (ix) To the extent not previously provided, the most recent financial statements available for Seller and Tenant; (x) All documents required to be delivered by this Agreement and the other Transaction Documents; (xi) A termination, waiver and release of any right of first refusal to purchase any of the Properties (“ROFR”), in recordable form if the ROFR is of record, if any; (xii) If and to the extent desired by Purchaser, a real estate transfer tax or documentary stamp tax form or affidavit to accompany each of the Deeds; (xiii) Evidence that any UST owned by Seller has been conveyed by Seller to Tenant; (xiv) At least 5 Business Days prior to Closing a Franchise Certificate in form reasonably acceptable to Purchaser with respect to any Property which is a Franchise Property; (xv) At least 5 Business Days (and not more than 30 calendar days) prior to Closing, an estoppel certificate from the Tenant pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the PurchaserExisting Lease, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D.Exhibit H attached hereto, and which sets forth no matter which is not approved by Purchaser (each such executed estoppel certificate is refer to herein as a “Tenant Estoppel Certificate”); v. (xvi) A security release certificationduly executed letter addressed to each Tenant with respect to each Existing Lease, in form and substance satisfactory to Purchaser, notifying each Tenant of the change in ownership and providing an address for future rent payments; (xvii) An assignment (in recordable form) from Seller to Purchaser of any recorded Memorandum of Lease; and (xviii) A permanent certificate of occupancy issued with respect to the Property permitting the Tenant’s use thereof; and (xix) Such further documents as reasonably may be required in order to fully and legally close this Transaction, including any required assignments and assumptions of operating agreements related to the Properties. (b) Purchaser shall have received the Title Commitments and the Title Company’s irrevocable commitment to insure title by means of the Title Policies which shall: (i) subject to Section 6.01(a)(i), show good and marketable title in Seller; (ii) be in an aggregate amount equal to the Purchase Price applicable to each Property; (iii) commit to insure Purchaser’s fee simple ownership in the Properties subject only to Permitted Encumbrances; and (iv) contain such endorsements as Purchaser may require. (c) Purchaser shall have determined, in its sole discretion, that no conditions to Closing remain unsatisfied. There shall have been no adverse change in the financial condition of Seller, Tenant, Guarantor or a Property from December 31, 2013. (d) All (i) representations and warranties of Seller set forth herein shall have been true and correct in all respects when made, and (ii) covenants, agreements and conditions required to be performed or complied with by Seller prior to or at the time of Closing in connection with the Transaction shall have been duly performed or complied with by Seller prior to or at such time or waived in writing by Purchaser. (e) No event shall have occurred or condition shall exist which would, upon the Closing Date, or, upon the giving of notice and/or passage of time, constitute a breach or default hereunder or under any other Transaction Document, or any other agreements between or among Purchaser, Seller or Tenant. (f) Purchaser shall have received a certificate from Franchisor, in form and substance acceptable to the Purchaser, executed by that the appropriate mortgagee or secured partyFranchise Agreement is valid, if any binding and in full force and effect, no events have occurred which could constitute a default thereunder, and waiving all purchase rights and/or rights of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions first refusal set forth in this such Franchise Agreement as the to Purchaser and its attorney may reasonably requestsuccessors and assigns (the “Franchise Certificate”). (g) As of the Closing Date with respect to each Property to be purchased, the Tenant at such Property must be in occupancy and paying all rent. Upon the fulfillment or Purchaser’s written waiver of all of the above conditions, Purchaser shall deposit funds necessary to close this Transaction with the Title Company and this Transaction shall close in accordance with the terms and conditions of this Agreement. Unless otherwise agreed, all of the documents to be delivered at Closing shall be dated as of the Closing Date.

Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be hereunder are subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditionsconditions at or before Closing, the occurrence of which may, at the option of Purchaser, be waived: A. The obligations of the Seller required to be performed by it on or prior (a) Subject to the Closing Date pursuant matters disclosed in the Disclosure Memorandum as supplemented by Seller from time to the terms of this Agreement shall have been duly performed and complied with and time, all of the representations and warranties of the Seller under in this Agreement shall be true in all material respects on and correct as of the date hereof Closing. (b) Any supplement to the Disclosure Memorandum delivered by Seller shall not reflect in Purchaser's reasonable judgment, either individually or in the aggregate, any material adverse change in the Assets or the Business. (c) Seller shall have performed and as complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by Seller prior to or on the Closing Date. (d) Seller shall have obtained and delivered to Purchaser all consents necessary to transfer and assign the Assets (except for Minor Contracts) to Purchaser. (e) Purchaser and Franchisor shall have entered into a franchise agreement with respect to each Restaurant and development agreements with respect to each ADI in the Territory. (f) Purchaser shall have obtained, either from Seller or directly from the issuing authority, all permits, licenses, including liquor licenses, and approvals of all governmental and quasi-governmental authorities necessary for the operation of the Restaurants in accordance with franchise requirements; provided, however, that if Purchaser is unable to obtain from local municipal or county authorities a permit necessary for such operation of the Restaurants, and Purchaser reasonably believes that it will be able to obtain such a permit within two months of the Closing Date, and no event Closing of the transactions contemplated hereunder will not be delayed if Seller delivers to Purchaser a duly executed liquor license management agreement or agreements. (g) The waiting period under the HSR Act shall have occurred which, with notice expired or a notification of early termination of the passage of time, or both, would constitute a default under this Agreement, and the waiting period shall have been received by Purchaser. (h) Purchaser shall have received a certificate obtained the financing described on Exhibit E upon terms and conditions reasonably acceptable to that effect signed by an Authorized Officer (as defined below) of the SellerPurchaser or other financing reasonably acceptable to Purchaser. B. The (i) Purchaser or the Purchaser's document custodian shall have received, or been issued the Purchaser's attorney Title Policies. (j) Seller shall have received in escrow, all of delivered the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed items required by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnitySection 2.4(a), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.