Common use of Purchaser’s Deliveries Clause in Contracts

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled; (b) an assignment and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election); (c) the Assignment and Assumption Agreement, duly executed by the Purchaser; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents Subject to the Sellers, with each such document to be effective as fulfillment or waiver of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled7.2, Purchaser shall execute and/or deliver to Seller all of the following: (a) an amount equal to the sum set forth in Section 3.2(b) plus the amount necessary to reimburse Seller for the environmental testing pursuant to Section 6.2(a), by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (b) an assignment and assumption the Reliable Note and, subject to the provisions of Section 7.2(h), the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Shukla Note; (c) the Assignment employment agreement between Purchaser and Assumption Xxxxxxxx Xxxxxx in the form annexed hereto as Exhibit C (the "Employment Agreement, duly executed by the Purchaser"); (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property written authorization to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by Escrow Agent to pay the PurchaserDeposit to Seller; (e) an assignment a certified copy of each Purchaser's Certificate of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such PermitIncorporation and Bylaws; (f) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Cash Payment pursuant to Section 2.4(b)(ii), Date by wire transfer the Secretary of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)State of New York; (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) an incumbency and of its equityholders in specimen signature certificate with respect of the transactions contemplated by this Agreement, in each case to the extent such approval requiredofficers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (h) a letter from certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (i) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in its capacity as “Administrative Agent” (as defined any respect, specifying the respect in which the DIP Facilitysame is untrue), confirming that all covenants required by the Sellers terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Purchaser in writing, have been released so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (j) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto; (k) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the Obligations as transaction contemplated by Section 2.4(b)(iii)hereby; and (il) all other documents which are required or which the Sellers have reasonably requested before Mortgage and the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the PurchaserSecurity Interest.

Purchaser’s Deliveries. At or before One business day prior to the Closing, the Purchaser shall deliver execute (to the extent required) and deliver, or cause to be delivered delivered, to Seller or the Escrow Company as appropriate, provided that the failure to deliver more than one counterpart of each of the following items and documents to the Sellers, with each such document to shall not be effective as a breach of the Closingthis Agreement: (a) a certificate executed the Purchase Price required to be paid pursuant to Section 3.01 (which may be delivered on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledClosing Date); (b) an assignment and assumption four (4) original counterparts of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)General Assignment; (c) unless the Management Agreement shall have been terminated on or before the Closing Date, four (4) original counterparts of the Assignment and Assumption of the Management Agreement, duly executed by the Purchaser; (d) an assignment four (4) originals of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser’s Closing Certificate; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effectbe delivered by Purchaser pursuant to Section 4.07 above, record provided that the purchaser’s statement shall be limited to Purchaser’s acts or consummate such transfer the acts of each such Permitthose parties acting by, through or under Purchaser on or in connection with the Property; (f) four (4) originals of the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Liquor Assets Escrow Agreement; (g) evidence that the Purchaser has obtained the approval of its Board of Directors four (or similar governing body4) and of its equityholders in respect originals of the transactions contemplated by this Agreement, in each case to the extent such approval requiredLiquor Assets Xxxx of Sale; (h) a letter from Purchaserfour (4) originals of the Preliminary Closing Statement to be updated prior to Closing as necessary until final; (i) copies of such articles of incorporation, organization, or formation; agreements or certificates of partnership; resolutions; authorizations; bylaws; certifications; or other corporate, partnership, or trust documents or agreements relating to Purchaser as the Title Company shall reasonably require in connection with this transaction; provided, however, in no event shall Purchaser be required to deliver to Seller or the Title Company a copy of its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)Limited Liability Company Agreement; and (ij) all other documents which are any required real estate transfer tax declaration or which similar documentation required to evidence the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated payment of any tax imposed by this Agreementany state, including the proper assumption county or municipality, together with any change of the Assumed Liabilities by the Purchaserownership statements required under applicable law.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents Subject to the Sellers, with each such document to be effective as fulfillment or written waiver of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled6.2, Purchaser shall execute and/or deliver to Seller all of the following: (a) the Cash Portion; (b) an assignment certified copies of Purchaser's Certificate of Incorporation and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)By-laws; (c) certificates of good standing of Purchaser , issued not earlier than ten (10) days prior to the Assignment and Assumption Agreement, duly executed Closing Date by the PurchaserSecretary of State of Delaware; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property incumbency and specimen signature certificates with respect to the officers of Purchaser (or its permitted assign(s)) free executing this Agreement and clear Purchaser's Ancillary Documents on behalf of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment a certified copy of resolutions of each of Purchaser's board of directors, authorizing the transferable Permits in favor execution, delivery and performance of the Purchaser or its designee, duly executed by the this Agreement and Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit's Ancillary Documents; (f) a closing certificate executed by the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Cash Payment pursuant to Section 2.4(b)(iiDate as if then originally made (or, if any such representation or warranty is untrue in any respect specifying the respect in which the same is untrue), that all obligations or covenants required by wire transfer of immediately available fundsthe terms hereof to be performed by Purchaser on or before the Closing Date, to one or more bank accounts designated the extent not waived in writing by Seller, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the direction delivered pursuant to Section 7.2(l)Closing have been executed by duly authorized officers of Purchaser; (g) evidence that the such other documents from Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders as may reasonably be required in respect of order to effectuate the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities hereby and (ii) by the Purchaser's Ancillary Documents.

Purchaser’s Deliveries. At Subject to the fulfillment or before waiver of the Closingconditions set forth in Section 5.2, the Purchaser shall execute and/or deliver or cause to be delivered the following items and documents to the Sellers, with Sellers each such document to be effective as of the Closingfollowing: (a) the Estimated Closing Payment; (b) a certified copy of Purchaser’s governing documents issued by the secretary of state of Purchaser’s state of organization; (c) a certificate executed of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the secretary of state of Purchaser’s state of organization; (d) a certificate of the secretary of Purchaser certifying as true and correct the following: (1) the incumbency and specimen signature (or facsimile thereof) of each officer of Purchaser executing this Agreement and any other document delivered hereunder on behalf of Purchaser; (2) a copy of Purchaser’s by-laws or other governing documents; and (3) a copy of the resolutions of Purchaser’s governing body authorizing the transactions contemplated by this Agreement and the execution, delivery and performance of this Agreement and any other documents delivered by Purchaser representing and certifying hereunder; (e) a closing certificate executed by an officer of Purchaser to the effect that the conditions set forth in Section 6.2 Sections 5.1(a) and 5.1(b) have been fulfilled; (b) an assignment satisfied, and assumption of that all documents to be executed and delivered by Purchaser at the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly Closing have been executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election); (c) the Assignment and Assumption Agreement, duly executed by the Purchaser; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permitauthorized persons; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii)Escrow Agreement, by wire transfer duly executed on behalf of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Purchaser; (g) evidence that amendments to the Purchaser has obtained current employment agreements between the approval Company and each of its Board of Directors Xxxx Xxxx and Xxxxxxx Xxxxxx, with compensation terms as set forth in Exhibit B attached hereto, and otherwise in form and substance reasonably satisfactory to the parties (or similar governing body) each, an “Employment Agreement Amendment” and of its equityholders in respect collectively, the “Employment Agreement Amendments”), each executed on behalf of the transactions contemplated by this Agreement, in each case to the extent such approval requiredCompany; (h) a letter from Purchaserconsulting agreement between the Company and Xxxx Xxxx (or if Purchaser shall so elect, between Purchaser and Xxxx Xxxx), in its capacity as form and substance satisfactory to the parties thereto, duly executed by the Company (the “Administrative Agent” Consulting Agreement”); (as defined i) a license agreement permitting certain Affiliates of GHI to use certain intellectual property of the Company, in form and substance satisfactory to GHI and Purchaser (the DIP Facility“License Agreement”), confirming that duly executed on behalf of the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)Company; and (ij) without limitation by specific enumeration of the foregoing, all other documents which are reasonably required or which the Sellers have reasonably requested before the Closing from Purchaser to give effect to consummate the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserhereby.

Purchaser’s Deliveries. At or before the Closing, the ERC Shareholders shall receive from Purchaser the following and Purchaser shall deliver or cause the same to be delivered the following items and documents to the Sellers, with each such document to be effective as of the ClosingERC Shareholders: (a) a certificate executed on behalf the Merger Consideration in accordance with the provisions of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled1.3 hereof; (b) an assignment and assumption Certificate of good standing from the Secretary of State of the Retail Master Lease State of Florida (in the case of Purchaser) and the Retail Leaseback to Secretary of State of the State of Delaware (in the case of Acquisition Corp.) stating that Purchaser and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Acquisition Corp are each validly existing corporations in good standing; (c) A certificate, dated as of the Assignment Closing, signed by an officer of Purchaser to the effect that the conditions specified in Section 6.1(a) and Assumption Agreement, duly executed by the Purchaser(b) above have been satisfied in all material respects; (d) an assignment Copies of intangible property to transfer duly adopted resolutions of Purchaser's Board of Directors and Acquisition Corp.'s shareholders and Board of Directors approving the Purchased Assets which are intangible property to execution, delivery and performance of this Agreement and the Purchaser (or its permitted assign(s)) free and clear of all EncumbrancesRelated Agreements, other than Permitted Encumbrances, duly executed certified by the Purchasertheir respective Secretaries; (e) an assignment of The Stockholders' Agreement and the Employment Agreement each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit;. (f) A true, correct and complete copy of the Closing Cash Payment pursuant to Section 2.4(b)(ii)Articles of Incorporation, as amended, of each of Purchaser and Acquisition Corp., certified by wire transfer the Secretary of immediately available fundsState of its state of incorporation or formation, to one or more bank accounts designated in and a true, correct and complete copy of the direction delivered pursuant to Section 7.2(l);Bylaws, certified by the secretary of Purchaser and Acquisition Corp. (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect A certificate of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and secretary of Purchaser and Acquisition Corp. certifying (i) all other documents which are required or which the Sellers have reasonably requested before resolutions referred to in clause (d) above, (ii) the Closing to give effect to By-laws of Purchaser and Acquisition Corp., and (iii) the transactions contemplated by this Agreement, including the proper assumption names and signatures of the Assumed Liabilities by the Purchaserofficers of Purchaser and Acquisition Corp. authorized to sign this Agreement and each certificate or other document delivered on their behalf pursuant hereto.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents Subject to the Sellers, with each such document to be effective as fulfillment or waiver of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (b) an assignment and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Note; (c) an amount equal to the Assignment and Assumption AgreementInventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, duly executed or by delivery of a certified check or bank check payable to the Purchaserorder of Seller; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property amount equal to the Purchaser (face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or its permitted assign(s)) free and clear by delivery of all Encumbrances, other than Permitted Encumbrances, duly executed by a certified check or bank check payable to the Purchaserorder of Seller; (e) an assignment of each of the transferable Permits employment agreement between Purchaser and Xxxxx X. Xxxxx, III in favor of the Purchaser or its designee, duly executed by form annexed hereto as Exhibit E (the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit"Employment Agreement"); (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer a certified copy of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Purchaser's Certificate of Incorporation and Bylaws; (g) evidence that the Purchaser has obtained the approval a certificate of its Board good standing of Directors Purchaser, issued not earlier than ten (or similar governing body10) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case days prior to the extent such approval requiredClosing Date by the Secretary of State of New York; (h) a letter from an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and's Ancillary Documents on behalf of Purchaser; (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents which are required or which from Purchaser to consummate the Sellers have reasonably requested before the Closing to give effect to the transactions transaction contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserhereby.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents Subject to the Sellers, with each such document to be effective as fulfillment or waiver of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled;Sections 6.2, Purchaser shall execute and/or deliver to Seller all of the following: (bi) an assignment and assumption Payment of the Retail Master Lease and the Retail Leaseback to and by the PurchaserPurchase Price as required under Section 3.3(a) hereof. (ii) An assumption agreement, duly executed by Purchaser, under which Purchaser assumes those Assumed Liabilities described in Section 2.2 hereof. (iii) An incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser. (iv) A certified copy of resolutions of Purchaser's Board of Directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents (v) A closing certificate executed by an executive officer of Purchaser (unless or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Sellers make Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the Section 2.2(b) Electionrespect in which the same is untrue);, that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser. (cvi) Such other documents from Purchaser as may reasonably be required in order to effectuate the Assignment transactions contemplated (i) hereby and Assumption Agreement, duly executed (ii) by the Purchaser; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser's Ancillary Documents.

Purchaser’s Deliveries. At On the Closing Date, Purchaser shall, upon compliance by Seller with its obligations under this Agreement prior to or before on the ClosingClosing Date, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with Seller each such document to be effective as of the Closingfollowing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledAdjusted Closing Balance; (b) an assignment Assignment and assumption Assumption of Leases in the Retail Master Lease and the Retail Leaseback to and by the Purchaser, form annexed hereto as Exhibit H duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Purchaser; (c) the an Assignment and Assumption Agreementof Service Contracts in the form attached hereto as Exhibit I, duly executed by the Purchaser; (d) an assignment a General Assignment and Assumption of intangible property to transfer Seller’s rights in all assignable licenses, equipment warranties and guaranties, if any, in the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrancesform attached hereto as Exhibit J, duly executed by the Purchaser; (e) an assignment Assignment and Assumption of each of Brokerage Agreements in the transferable Permits in favor of the Purchaser or its designeeform attached hereto as Exhibit K, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) a partial Assignment and Assumption of the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated Sewer and Water Agreement in the direction delivered pursuant to Section 7.2(l)form attached hereto as Exhibit L, duly executed by Purchaser; (g) evidence any tax information regarding Purchaser that the Purchaser has obtained the approval of its Board of Directors Settlement Agent (or similar governing body) and of its equityholders as that term is used in respect Section 6045 of the transactions contemplated by this Agreement, in each case IRC) is required to report to the extent such approval requiredInternal Revenue Service pursuant to the IRC; (h) a letter from such other reasonable documents, including appropriate resolutions of Purchaser, in its capacity as “Administrative Agent” (as defined in authorizing the DIP Facility), confirming that the Sellers have been released from the Obligations as transaction contemplated by Section 2.4(b)(iii)this Agreement and authorizing Purchaser to consummate the transaction contemplated by this Agreement; (i) the Settlement Statement, duly executed by Purchaser; (j) the Assumption Documents to which Purchaser or its Affiliates are a party, duly signed by Purchaser and/or its Affiliates, as applicable; and (ik) all other documents which a certification restating the representations and warranties contained in Section 7.03 hereof and certifying that they are required or which the Sellers have reasonably requested before true and correct as of the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the PurchaserDate.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents Subject to the Sellers, with each such document to be effective as fulfillment or waiver of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled4.2, Purchaser shall execute and/or deliver to Seller all of the following: (a) the Estimated Closing Payment, in the manner provided in Section 1.5; (b) an assignment a certified copy of Purchaser's Certificate of Incorporation and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)By-laws; (c) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Assignment and Assumption Agreement, duly executed Closing Date by the PurchaserSecretary of State of Delaware; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property incumbency and specimen signature certificate with respect to the officers of Purchaser (or its permitted assign(s)) free executing this Agreement and clear Purchaser's Ancillary Documents on behalf of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each a certified copy of the transferable Permits in favor resolutions of the Executive Committee of Purchaser or its designeeauthorizing the execution, duly executed by the delivery and performance of this Agreement and Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit's Ancillary Documents; (f) a closing certificate executed by the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, 27 31 pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Cash Payment pursuant to Section 2.4(b)(iiDate as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by wire transfer of immediately available fundsthe terms hereof to be performed by Purchaser on or before the Closing Date, to one or more bank accounts designated the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the direction delivered pursuant to Section 7.2(l)Closing have been executed by duly authorized officers of Purchaser; (g) evidence that the Purchaser has obtained Note and Stock Pledge Agreement in substantially the approval form of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated Exhibit B attached hereto, duly executed by this Agreement, in each case to the extent such approval required;Purchaser; and (h) a letter from Purchaserwithout limitation by the specific enumeration of the foregoing, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing from Purchaser to give effect to consummate the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserhereby.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents Subject to the Sellers, with each such document to be effective as fulfillment or waiver of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled4.2, Purchasers shall execute and/or deliver to the Partners’ Representatives all of the following: (a) the Estimated Closing Amount, minus the Escrow Deposit and any amount required to pay in full the LP Debt pursuant to Section 1.4(b), paid in accordance with Section 1.4; (b) an assignment a certified copy of each Purchaser’s Certificate of Formation and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaserlimited liability company agreement, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)or other organizational documents; (c) a certificate of good standing of each Purchaser, issued not earlier than ten (10) days prior to the Assignment and Assumption Agreement, duly executed Closing Date by the PurchaserSecretary of State of Delaware; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property incumbency and specimen signature certificate with respect to the officers of each Purchaser (or its permitted assign(s)) free executing this Agreement, and clear any other document delivered hereunder, on behalf of all Encumbrances, other than Permitted Encumbrances, duly executed by the such Purchaser; (e) an assignment a certified copy of resolutions of each Purchaser’s managers or directors, as applicable, authorizing the execution, delivery and performance of the transferable Permits in favor of the Purchaser or its designeethis Agreement, duly executed by the Purchaser, together with and any other additional documents or instruments required to effect, record or consummate document delivered by such transfer of each such PermitPurchaser hereunder; (f) a closing certificate executed by an officer or manager of each Purchaser, as applicable, (or any other officer of such Purchaser specifically authorized to do so), on behalf of each Purchaser, pursuant to which each Purchaser represents and warrants to the Sellers that: (i) such Purchaser’s representations and warranties to the Sellers are true and correct in all material respects as of the Closing, as if made on the Closing Cash Payment pursuant to Section 2.4(b)(iiDate (except for any such representations and warranties that are made as of a specific date, which representations and warranties shall have been true and correct in all material respects as of such specific date), by wire transfer of immediately available fundsor, to one if any such representation or more bank accounts designated warranty is untrue in any respect, specifying the direction delivered pursuant to Section 7.2(l)respect in which the same is untrue; (gii) evidence that all covenants required by the terms hereof to be performed or complied with by such Purchaser has obtained on or before the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this AgreementClosing Date, in each case to the extent such approval required; (h) a letter from Purchasernot waived by the Partners’ Representatives in writing, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iiiso performed or complied with in all material respects (or, if any such covenant has not been so performed or complied with, indicating that such covenant has not been performed or complied with); and (iiii) all documents to be executed and delivered by such Purchaser at the Closing have been executed by a duly authorized manager or person of such Purchaser; and (g) without limitation by specific enumeration of the foregoing, all other documents which are reasonably required or which from Purchasers to consummate the Sellers have reasonably requested before the Closing to give effect to the transactions transaction contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserhereby.

Purchaser’s Deliveries. At or before the Closing, the Purchaser and Parent shall deliver or cause to be delivered the following items Seller, duly executed and documents to the Sellers, with each such document to be effective as of the Closingacknowledged where required: (a) a certificate executed on behalf of the Purchaser representing The Assignment and certifying that the conditions set forth in Section 6.2 have been fulfilledAssumption Agreement; (b) an assignment Purchaser’s acceptance of its appointment as of the close of business on the Closing Date as successor trustee or custodian, as applicable, with respect to each XXX, Xxxxx Plan and Employee Pension Plan included in the Deposit Liabilities and its assumption of the Retail Master Lease and fiduciary obligations of the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)trustee or custodian with respect thereto; (c) The Lease Assignments and such other instruments and documents as any landlord under a Branch Lease may reasonably require as necessary or desirable for providing for the Assignment assumption by Purchaser of such Branch Lease, each such instrument and Assumption Agreement, duly executed by document in the Purchaserform and substance reasonably satisfactory to Seller and Purchaser and dated as of the Closing Date; (d) an assignment An Officer’s Certificate in substantially the form of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserExhibit G; (e) an assignment An opinion of counsel of Purchaser and Parent, dated the Closing Date, in the form and substance reasonably satisfactory to Seller, to the effect that (i) each of Purchaser and Parent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (ii) this Agreement has been duly and validly authorized, executed and delivered by each of Purchaser and Parent, and (assuming due authorization, execution and delivery by Seller) is a legal, valid and binding obligation of each of Purchaser and Parent, enforceable against Purchaser and Parent in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors’ rights, or the transferable Permits in favor limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies of the Purchaser waiver of rights or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permitremedies; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l);The SBA Consents; and (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of Such other documents as are necessary to effect the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity hereby as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have Seller shall reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserrequest.

Purchaser’s Deliveries. At or before One (1) Business Day prior to the ClosingClosing (unless otherwise provided in this Agreement), the Purchaser shall deliver execute (to the extent required) and deliver, or cause to be delivered delivered, to Seller or the Title Company or the Escrow Company as appropriate (provided that the failure to deliver more than one counterpart of each of the following items and documents to the Sellers, with each such document to shall not be effective as a breach of the Closing:this Agreement): (a) a certificate executed on behalf Purchaser’s equity portion of the Purchaser representing Purchase Price (less the Xxxxxxx Money and certifying that any interest thereon) required to be deposited with the conditions Escrow Company at least three (3) Business Days prior to the Closing Date, with the remaining portion of the Purchase Price to be deposited with the Escrow Company at least two (2) Business Days prior to the Closing Date (subject to the revenue and expense allocations as set forth in below) pursuant to Section 6.2 have been fulfilled14.01(s); (b) an assignment and assumption four (4) original counterparts of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)General Assignment; (c) PDF copies of the Assignment and Assumption Agreement, duly Franchise Consent Documents executed by the Purchaser; (d) an assignment prior to Closing, two (2) originals of intangible property the Preliminary Closing Statement; (e) copies of such articles of incorporation, organization, or formation; agreements or certificates of partnership; resolutions; authorizations; bylaws; certifications; or other corporate, partnership, or trust documents or agreements relating to transfer Purchaser as the Purchased Assets which are intangible property to the Title Company shall reasonably require in connection with this transaction; provided, however, in no event shall Purchaser (or its permitted assign(s)nominees or assignees) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments be required to effect, record deliver to Seller a copy of their respective limited liability company agreement or consummate such transfer of each such Permitpartnership agreement; (f) any required real estate transfer tax declaration or similar documentation required to evidence the Closing Cash Payment pursuant to Section 2.4(b)(ii)payment of any tax imposed by any state, by wire transfer county or municipality, together with any change of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l);ownership statements required under Legal Requirements; and (g) evidence that the Purchaser has obtained the approval four (4) originals of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval requiredPurchaser’s Bring-Down Certificate; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At Delivery at Closing (or before such earlier date indicated below) to Escrow Agent of the Closing, following documents pertaining to the Purchaser shall deliver or cause Shopping Center (all documents to be delivered the following items executed originals and, if applicable, witnessed and documents to the Sellers, with each such document to be effective as of the Closing:properly acknowledged): (ai) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledIntentionally Omitted; (bii) an assignment The Assignment and assumption Assumption of Xxx Xxxxx Sublease; (iii) With respect to each REA, the Retail Master Lease Assignment and Assumption of REA; (iv) The Assignment and Assumption of Space Tenant Leases; (v) The Assignment and Assumption of Anchor Leases; (vi) The Xxxx of Sale; (vii) The General Assignment; (viii) The Closing Statement and the Retail Leaseback to Separate Closing Statement (signed by Seller and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election); (cix) the Assignment and Assumption Agreement, duly executed by the Purchaser; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property Evidence in form reasonably satisfactory to the Purchaser (or its permitted assign(s)) free Title Company and clear Seller of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required ’s authority to effect, record or enter into and consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this AgreementAgreement and the authority and the incumbency of any individuals to execute any instruments executed and delivered by Purchaser at Closing, in each case to the extent such approval requiredtogether with a certificate of good standing of Purchaser; (hx) All required state, county and local transfer tax forms and affidavits; (xi) A counterpart of each Notice Letter; (xii) Seller shall have received from Purchaser a letter from Purchasercertificate, in its capacity dated as “Administrative Agent” (as defined in of the DIP Facility)Closing and executed on behalf of Purchaser by a duly authorized signatory thereof, confirming stating that the Sellers have been released from representations and warranties of Purchaser contained in this Agreement are true and correct in all material respects as of the Obligations as contemplated by Section 2.4(b)(iii)Closing, or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change; and (ixiii) all other Such additional documents which are required or which and instruments appropriate to be executed and delivered by Purchaser as may be reasonably necessary to complete the Sellers have reasonably requested before transaction contemplated hereby and to carry out the Closing to give effect to the transactions contemplated by intent and purposes of this Agreement; provided, including however, that the proper assumption same does not result in any new or additional obligation, covenant, representation or warranty of the Assumed Liabilities by the PurchaserPurchaser under this Agreement beyond those expressly set forth in this Agreement.

Purchaser’s Deliveries. At Purchaser shall execute and/or deliver to Sellers all of the following: 6.2.1 the Purchase Price; 6.2.2 a certificate of the secretary of Purchaser certifying as true, correct and complete the following: (a) the incumbency and specimen signature of each officer of Purchaser executing this Agreement and any other document delivered hereunder on behalf of Purchaser; (b) a copy of Purchaser’s certificate of incorporation and bylaws; and (c) a copy of the resolutions of Purchaser’s board of directors authorizing the execution, delivery and performance of this Agreement and any other documents delivered by Purchaser hereunder; 6.2.3 a closing certificate executed by an executive officer of Purchaser, on behalf of Purchaser, pursuant to which Purchaser certifies to Sellers that: (a) Purchaser’s representations and warranties to Sellers are true, correct and complete as of the Closing as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue); (b) all covenants required by the terms hereof to be performed by Purchaser on or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellersextent not waived by Sellers in writing, with each such document to be effective as of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled; so performed (b) an assignment or, if any such covenant has not been so performed, indicating that such covenant has not been performed); and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election); (c) all documents to be executed and delivered by Purchaser at the Assignment Closing have been executed by duly authorized officers of Purchaser; 6.2.4 the Employment Agreement to be entered into with each of Gxxxx Xxxxxxx and Assumption AgreementPxxxx Xxxxxx, and the Noncompetition Agreement to be entered into with each Seller, respectively, executed by a duly authorized officer of Purchaser; 6.2.5 the Land Purchase Agreement and the Rxx and Rex2 Amendments, duly executed by the Purchaser; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At On or before the ClosingClosing Date, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the Closing: (a) a certificate executed on behalf of the Purchaser representing The Assignment and certifying that the conditions set forth in Section 6.2 have been fulfilledAssumption Agreement; (b) an assignment Purchaser's acceptance of its appointment as of the close of business on the Closing Date as successor trustee or custodian, as applicable, of the XXX, Xxxxx Plan and Employee Pension Plan deposit accounts included in the Deposit Liabilities and its assumption of the Retail Master Lease and fiduciary obligations of the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)trustee or custodian with respect thereto; (c) The Lease Assignments and such other instruments and documents as any landlord under a Branch Lease or ATM Lease Agreement may reasonably require as necessary or desirable for providing for the Assignment and Assumption assumption by Purchaser of such Branch Lease or ATM Lease Agreement, duly executed by as applicable, each such instrument and document in the Purchaserform and substance reasonably satisfactory to the parties hereto and dated as of the Closing Date; (d) an assignment An Officer's Certificate in substantially the form of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserEXHIBIT I hereto; (e) an assignment An opinion of counsel of Purchaser and Independent, dated the Closing Date, in the form and substance reasonably satisfactory to Sellers, to the effect that (i) each of Purchaser and Independent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (ii) this Agreement has been duly and validly authorized, executed and delivered by each of Purchaser and Independent, and (assuming due authorization, execution and delivery by Sellers and Fleet) is a legal, valid and binding obligation of each of Purchaser and Independent, enforceable against Purchaser and Independent in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors' rights, or the transferable Permits in favor limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies of the Purchaser waiver of rights or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permitremedies; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer The Purchaser's Letter of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Credit; (g) evidence that The Collateral Agency Agreement and the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval requiredCollateral Assignment Instruments; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)The SBA Consents; and (i) all Such other documents which as are required or which the Sellers have reasonably requested before the Closing necessary to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserhereby as Sellers shall reasonably request.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause have delivered to be delivered the following items Vendor, Parent and documents to the Sellers, with each such document to be effective as of the ClosingTanknology-USA: (a) a certificate executed on behalf each of the Purchaser representing Tanknology Intellectual Property Transfer Agreement, Tanknology Licence Agreement, Tanknology Support Agreement, Sure-Test Licence Agreement, Sure-Test Support Agreement, USTMAN Agreement and certifying that the conditions set forth in Section 6.2 have been fulfilledNon-Competition Agreement duly executed by Purchaser; (b) an assignment the Assignment, Conveyance and assumption of the Retail Master Lease and the Retail Leaseback Assumption Agreement to and by the Purchaser, duly be executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)all parties thereto; (c) payment of the Assignment and Assumption Agreement, duly executed by the PurchaserPurchase Price as provided in section 3.1; (d) an assignment payment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserTanknology Intellectual Property Price; (e) an assignment of each payment of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such PermitTanknology Licence Fee; (f) payment of the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Sure-Test Licence Fee; (g) evidence a certificated dated as of Closing executed by a duly authorized officer of Purchaser to the effect that all representations and warranties of Purchaser, contained in this Agreement are true and correct at and as of the Purchaser has obtained Closing and all conditions precedent to the approval obligations of its Board of Directors (or similar governing body) Vendor, Parent and of its equityholders in respect of Tanknology-USA to consummate the transactions contemplated herein not waived by this AgreementVendor, in each case to the extent such approval requiredParent and Tanknology-USA have been fulfilled by Purchaser; (h) a letter from Purchaser, in its capacity certificate of incumbency of Purchaser dated as “Administrative Agent” of the Closing; (i) certified copies (dated as defined in of the DIP Facility), confirming that Closing) of the Sellers have been released from Board of Directors of Purchaser authorizing and approving the Obligations as execution and delivery of this Agreement and the consummation of each and every transaction contemplated by Section 2.4(b)(iii)this Agreement; and (ij) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser's Counsel's Closing Opinion.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered delivered, in form, substance and manner reasonably satisfactory to the Selling Parties, the following items and documents to the Sellers, with each such document to be effective as of the Closingitems: (a) a certificate executed on behalf deposit of $15,200,000 of the Purchaser representing and certifying that Purchase Price into the conditions set forth in Section 6.2 have been fulfilledPay Off Escrow; (b) an assignment and assumption deposit of $800,000 of the Retail Master Lease and Purchase Price into the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Adjustment Escrow; (c) the Assignment Warrants, executed by the Purchaser in favor of FFPE Holding, in such denominations as FFPE Holding shall request and Assumption dated as of the Closing Date; (d) the Warrant Registration Rights Agreement, duly executed by the Purchaser and dated as of the Closing Date; (e) a copy of the Certificate of Incorporation of the Purchaser, certified by the Secretary of State of the State of Delaware as of a date not earlier than ten (10) days before the Closing Date; (f) the bylaws of the Purchaser, certified by the Secretary of the Purchaser as of the Closing Date; (g) a copy of the Board Resolutions of the Purchaser, certified by the Secretary of the Purchaser as of the Closing Date; (h) an Entity Good Standing Certificate and a Tax Certificate with respect to the Purchaser, dated as of a date not earlier than ten (10) days before the Closing Date; (i) the Call Option Agreement, executed by the Purchaser and dated as of the Closing Date; (j) the Put Option Agreements, executed by the Purchaser and dated as of the Closing Date; (k) the Pledge Agreement, executed by the Purchaser and dated as of the Closing Date; (l) the Consulting Agreements, executed by the New Company and dated as of the Closing Date; (m) the Employment Agreements, executed by the New Company and dated as of the Closing Date; (n) a written agreement as to allocation of Purchase Price pursuant to Section 1.10, executed by the Purchaser; (do) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (drawdown or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each funding of the transferable Permits in favor of Revolving Loan (as defined under the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(lLoan Documents); (gp) evidence that a bond in the Purchaser has obtained amount of $3.1 million from a surety or other institution reasonably acceptable to FFPE Holding, securing the approval Purchaser's obligations under Section 1.5(a)(i) of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, . Purchaser shall have the right to substitute a different bond or letter of credit (both of which must be from a surety or bank reasonably acceptable to FFPE Holding and on terms and conditions no less advantageous to FFPE Holding than the immediately preceding bond or letter of credit) or in each case to the extent such approval required; (h) lieu of a different bond or letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.credit,

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents Subject to the Sellers, with each such document to be effective as fulfillment or waiver of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled4.3, Purchaser shall execute and/or deliver to Seller all of the following: (a) the Closing Estimate Payment paid in accordance with Section 1.5(b); (b) an assignment and assumption a certified copy of the Retail Master Lease and the Retail Leaseback to and Purchaser’s certificate or articles of incorporation issued by the secretary of state of Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)’s state of formation; (c) the Assignment and Assumption Agreement, duly a certificate executed by the secretary of Purchaser certifying as true and correct the following: (i) the incumbency and specimen signature of each officer of Purchaser executing this Agreement and any other document delivered hereunder on behalf of Purchaser;; (ii) a copy of Purchaser’s by-laws; and (iii) a copy of the resolutions of Purchaser’s board of directors authorizing the execution, delivery and performance of this Agreement and any other documents delivered by Purchaser hereunder; and (d) an assignment a closing certificate executed by the President of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(sany other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, to the effect that: (i) free Purchaser’s representations and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each warranties to Seller are true and correct as if originally made on and as of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; Closing Date (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case except to the extent such approval required; (h) a letter from Purchaserexpressly made as of an earlier date, in its capacity which case as “Administrative Agent” of such date) or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue; (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (iii) all other documents which are covenants required by the terms hereof to be performed by Purchaser on or which the Sellers have reasonably requested before the Closing to give effect Date, to the transactions contemplated extent not waived by this AgreementSeller in writing, including have been performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); and (iii) all documents to be executed and delivered by Purchaser at the proper assumption Closing have been executed by duly authorized officers of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At On or before the ClosingClosing Date, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the Closingduly executed and acknowledged where required: (a) a certificate executed on behalf of the Purchaser representing The Assignment and certifying that the conditions set forth in Section 6.2 have been fulfilledAssumption Agreement; (b) an assignment Purchaser's acceptance of its appointment as successor trustee or custodian, as applicable, as of the close of business on the Closing Date, of the IRA, Keogh Plan and Employee Pension Plan deposit accouxxx ixxxxxed in the Deposit Liabilities and its assumption of the Retail Master Lease and fiduciary obligations of the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)trustee or custodian with respect thereto; (c) The Lease Assignments and such other instruments and documents as any landlord under a Branch Lease or ATM Lease Agreement may reasonably require as necessary or desirable for providing for the Assignment and Assumption assumption by Purchaser of such Branch Lease or ATM Lease Agreement, duly executed by as applicable, each such instrument and document in the Purchaserform and substance reasonably satisfactory to the parties hereto and dated as of the Closing Date; (d) an assignment An Officer's Certificate in substantially the form of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserExhibit N hereto; (e) an assignment An opinion of counsel of Purchaser and Sovereign (which opinion shall not be from in-house counsel), dated the Closing Date, in the form and substance reasonably satisfactory to Sellers, to the effect that (i) each of Purchaser and Sovereign is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (ii) this Agreement and the other closing documents executed and delivered by Purchaser or Sovereign have been duly and validly authorized, executed and delivered by each of Purchaser and Sovereign, and (assuming due authorization, execution and delivery by Sellers and Fleet) are legal, valid and binding obligation of each of Purchaser and Sovereign, to the transferable Permits extent it is a party thereto, enforceable against Purchaser and Sovereign in favor accordance with their respective terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors' rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies of the Purchaser waiver of rights or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permitremedies; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); The Servicing Agreement; (g) evidence that The Purchaser's Letter of Credit and the Purchaser has obtained Collateral Agency Agreement and the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval requiredCollateral Assignment Instrument; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At or before Purchaser shall, pursuant to the Closingprovisions of this Agreement, the Purchaser shall deliver or cause to be delivered to Seller on the Closing Date the following items and documents to the Sellers, with each such document to be effective as of the Closingitems: (ai) a certificate executed on behalf the Purchase Price (as adjusted in accordance with the provisions of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled; (b) an assignment and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Electionthis Agreement); (cii) the Assignment and Assumption Agreement, a duly executed and sworn Certificate by Purchaser's managing member certifying that the members of Purchaser have duly authorized the within transaction and an executed and acknowledged incumbency certificate or its equivalent certifying to the authority of the Persons to execute the documents to be delivered by such entity on the Closing Date; (iii) a certified copy of a certificate of incorporation or other appropriate formation document of Purchaser; (div) an assignment a certificate of intangible property to transfer Good Standing for Purchaser from the Purchased Assets which are intangible property to Secretary of State or other appropriate official of the Purchaser (or its permitted assign(s)) free State of Purchaser's formation and clear the State of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserNew York; (ev) an assignment a subordination, non-disturbance and attornment agreement among the Board of each Managers, Purchaser's Affiliate, as the owner of the transferable Permits in favor of the Purchaser or its designeeCitigroup Center Office Unit Two, duly executed by the Purchaserand Citibank, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated N.A. in the direction delivered pursuant form of Exhibit P-1 to Section 7.2(lthat certain lease between Purchaser's Affiliate, as the owner of Citigroup Center Office Unit Two and Citibank, N.A. (as tenant) (the "CITIBANK SNDA"); (gvi) evidence that certain Unit Owner Consent and Recognition Agreement among Purchaser, Purchaser's Affiliate and Citibank, N.A. in the Purchaser has obtained the approval form of its Board Exhibit P-2 to that certain lease between Purchaser's Affiliate (as owner of Directors (or similar governing bodyCitigroup Center Office Unit Two) and of its equityholders in respect of the transactions contemplated by this AgreementCitibank, in each case to the extent such approval requiredN.A. (as tenant); (hvii) the Unit One Citibank Lease Amendment; (viii) the Limited Common Area License Agreement; (ix) a letter from certificate, dated as of the Closing Date, stating that the representations and warranties of Purchaser contained in this Agreement are true and correct in all material respects as of the Closing Date; (x) Approved SNDAs referred to in SECTION 25(l) duly executed by Purchaser and its mortgage lenders or if Purchaser's mortgage lenders fail or refuse to execute such Approved SNDAs, Purchaser shall return to Seller such Approved SNDAs (in which case Purchaser, in its capacity as “Administrative Agent” (as defined in and not Seller, shall be solely liable for any related issues raised by tenants who had executed Approved SNDAs or any other consequences of the DIP Facility), confirming that failure to obtain fully executed Approved SNDAs at the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iiiClosing); and (ixi) all such other documents which are required as may be reasonably necessary or which appropriate to effect the Sellers have reasonably requested before the Closing to give effect to consummation of the transactions contemplated by that are the subject of this Agreement in accordance with the terms of this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the Closing--------------------- Seller: (a) a certificate executed on behalf certificate, signed by an officer of Purchaser, certifying satisfaction of the Purchaser representing and certifying that the conditions set forth in condition at Section 6.2 have been fulfilled;8.1 above; ----------- (b) an assignment and assumption confirmation of the Retail Master Lease and wire transfer to Seller of same-day funds in the Retail Leaseback to and by amount of the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Purchase Price; (c) the Assignment and Assumption Agreement, a duly executed by copy of the PurchaserTrade Name and Service Xxxx License Agreement; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, a duly executed by copy of the PurchaserBusiness Development Agreement; (e) an assignment of each a duly executed copy of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such PermitNon-Competition Agreement; (f) a duly executed copy of the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Insurance Agreement; (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect a duly executed copy of the transactions contemplated by this Stock Retention Agreement, in each case to the extent such approval if required; (h) a letter from certificate, signed by a duly authorized officer of Purchaser on behalf of Purchaser, certifying that Purchaser has no knowledge of any breach of or inaccuracy in, any of the representations and warranties of Seller set forth in its capacity this Agreement, except as “Administrative Agent” set forth in such certificate (it being understood that upon delivery of such certificate, the contents thereof shall be deemed to be a representation and warranty of Purchaser); (i) assumption agreement, relating to the assumption by Purchaser of the Liabilities; (j) notarial deeds and/or such other transfer documents as defined in may be necessary to transfer to Purchaser the DIP Facility), confirming that Shares of certain of the Sellers have been released from Subsidiaries; (k) a duly executed copy of the Obligations as contemplated Non-Competition Agreement; (l) any other items required to be delivered by Section 2.4(b)(iii)Purchaser under the terms and provisions of this Agreement; and (im) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption any releases obtained of the Assumed Liabilities by the PurchaserParent Guarantees.

Purchaser’s Deliveries. At Subject to the fulfillment or before written waiver of the Closingconditions set forth in Article 6, the Purchaser shall execute and/or deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as Seller all of the Closingfollowing: (a) a certificate executed on behalf of the Purchaser representing and certifying that Purchase Price, minus the conditions set forth in Section 6.2 have been fulfilledExecution Payment (to the extent it is released by Escrowee to Seller), plus or minus (as the case may be) the Estimated Purchase Price Adjustment; (b) an assignment a certified copy of Purchaser's and assumption Parent's Certificate of the Retail Master Lease Incorporation and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)by-laws; (c) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Assignment and Assumption Agreement, duly executed Closing Date by the Purchaser;Secretary of State of Delaware. (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property incumbency and specimen signature certificate with respect to the officers of Purchaser (and Parent executing this Agreement, and any other document delivered hereunder, on behalf of Purchaser or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserParent; (e) an assignment a certified copy of each resolutions of Purchaser's and Parent's board of directors, authorizing the transferable Permits in favor execution, delivery and performance of the Purchaser or its designeethis Agreement, duly executed by the Purchaser, together with and any other additional documents or instruments required to effect, record or consummate such transfer of each such Permitdocument delivered by Purchaser and Parent hereunder; (f) a closing certificate executed by the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Cash Payment pursuant to Section 2.4(b)(iiDate as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by wire transfer of immediately available fundsthe terms hereof to be performed by Purchaser on or before the Closing Date, to one or more bank accounts designated the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the direction delivered pursuant to Section 7.2(l)Closing have been executed by duly authorized officers of Purchaser; (g) evidence a closing certificate of Parent that the Purchaser has obtained guaranty of Parent and all other documents to be executed and delivered by Parent at the approval Closing have been executed by duly authorized officers of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required;Parent; and (h) a letter from Purchaserwithout limitation by the specific enumeration of the foregoing, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are reasonably required or which from Purchaser and Parent to consummate the Sellers have reasonably requested before the Closing to give effect to the transactions transaction contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserhereby.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver deliver, or cause to be delivered the following items and documents delivered, to the Sellers, with each such document to be effective as of the Closing: (a) a certificate executed on behalf A certificate, signed by an executive officer of the Purchaser representing Hanover and Purchaser, certifying that the conditions set forth representations and warranties of Hanover and Purchaser contained herein are true in Section 6.2 have been fulfilled;all material respects. (b) an assignment and assumption Copies of each of the Retail Master Lease following, in each case certified by the Secretary of Hanover to be in full force and effect on the Closing Date: (i) Hanover's certificate or articles of incorporation, certified by the Secretary of State of Delaware as of a date not more than ten (10) days prior to Closing. (ii) A good standing certificate with respect to Hanover, certified by the Secretary of State of Delaware as of a date not more than five (5) days prior to Closing. (iii) Hanover's bylaws, as amended through Closing. (iv) Resolutions of Hanover's Board of Directors, the form and substance of which are reasonably satisfactory to the Sellers, authorizing and approving the 40 execution and delivery of this Agreement and the Retail Leaseback to other agreements contemplated hereby, and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election);transactions contemplated hereby. (c) Copies of each of the Assignment and Assumption Agreementfollowing, duly executed in each case certified by the Secretary of the Purchaser to be in full force and effect on the Closing Date: (i) The Purchaser;'s certificate of formation, certified by the Secretary of State of Delaware as of a date not more than ten (10) days prior to Closing. (ii) A good standing certificate with respect to the Purchaser, certified by the Secretary of State of Delaware as of a date not more than five (5) days prior to Closing. (iii) The Purchaser's partnership agreement, as amended through Closing. (iv) Resolutions of the Purchaser's general partner, the form and substance of which are reasonably satisfactory to the Sellers, authorizing and approving the execution and delivery of this Agreement and the other agreements contemplated hereby, and the transactions contemplated hereby. (d) an assignment Same-day funds in the amount of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed cash consideration as required by the Purchaser;SECTION 1.2. (e) an assignment of each of Certificates evidencing the transferable Permits Hanover Stock duly endorsed in favor of the Purchaser blank or its designee, accompanied by duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit;stock powers. (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l);The duly executed Hanover Note. (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this AgreementAll Counter-Guarantees provided for herein, in each case to the extent such approval required;duly executed. (h) a letter from Opinion(s) of Purchaser's counsel, dated the Closing Date, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); anda form reasonably acceptable to Sellers. (i) all Any other documents which are required or which items to be delivered by Purchaser under the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by terms and provisions of this Agreement. (j) An executed Alliance Agreement. (k) An executed Transaction Services Agreement. (l) An executed Registration Rights Agreement. (m) Executed transfer agreements for each of (i) the POC Shares, including (ii) the proper assumption Harwat Interest, and (iii) the WilPro Interest. (n) Executed assignment agreements for each of the Assumed Liabilities by contracts listed on SCHEDULE 1.6. 41 (o) Executed copies of asset purchase agreements effecting the Purchaserpurchase of the OSI Assets, the Rocky Mountain Assets and the Guara Interest.

Purchaser’s Deliveries. At Purchaser and/or Merger Sub, as applicable, shall execute and/or deliver to the Stockholders' Committee all of the following: 6.2.1 the Net Closing Amount; 6.2.2 certified copies of Purchaser's and Merger Sub's certificate or articles of incorporation issued by the secretaries of state of Purchaser's or Merger Sub's respective state of incorporation; 6.2.3 certificates of good standing of Purchaser and Merger Sub, issued not earlier than ten days prior to the Closing Date by the secretaries of state of Purchaser's or Merger Sub's respective state of incorporation; 6.2.4 a certificate of the secretary of Purchaser and Merger Sub certifying as true and correct the following: (a) the incumbency and specimen signature of each officer of Purchaser and Merger Sub executing this Agreement and any other document delivered hereunder on behalf of Purchaser; (b) a copy of Purchaser's and Merger Sub's by-laws; and (c) a copy of the resolutions of Purchaser's and Merger Sub's board of directors authorizing the execution, delivery and performance of this Agreement and any other documents delivered by Purchaser hereunder; 6.2.5 a closing certificate executed by the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser certifies to the Company and the Principal Stockholders that: (a) Purchaser's representations and warranties to the Company and the Principal Stockholders are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue); (b) all covenants required by the terms hereof to be performed by Purchaser or Merger Sub on or before the ClosingClosing Date, to the Purchaser shall deliver or cause extent not waived by the Company in writing, have been so performed (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); and (c) all documents to be executed and delivered by Purchaser at the following items and documents to Closing have been executed by duly authorized officers of Purchaser; 6.2.6 the SellersEscrow Agreement; 6.2.7 the Certificate of Merger; 6.2.8 the written opinion of Greenberg Traurig, with each such document to be effective LLP, counsel for Purchaser, dated as of the Closing:Closixx Xxxx, in form and substance reasonably satisfactory to the Company; and (a) a certificate executed on behalf 6.2.9 without limitation by specific enumeration of the foregoing, all other documents reasonably required from Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled; (b) an assignment and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election); (c) the Assignment and Assumption Agreement, duly executed by the Purchaser; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserhereby.

Purchaser’s Deliveries. At On or before the Closing, the Purchaser shall execute (where it is a party thereto) and shall deliver or cause to be executed and delivered the following items and documents to the SellersVendor, with each such document the following, subject to be effective as of the ClosingDRA: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth Balance in accordance with Section 6.2 have been fulfilled3.2; (b) an the Assignment and Assumption of Leases, and any specific assignment and and/or assumption agreements which may be required under any of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Existing Leases or Approved Leases; (c) the Assignment and Assumption Agreementof Hotel Contracts, duly executed by and any specific assignment and/or assumption agreements which may be required under any of the PurchaserExisting Hotel Contracts or Approved Hotel Contracts; (d) an assignment all third party consents, if any, with respect to any of intangible property the Hotel Contracts, Leases or Permitted Encumbrances that may be required pursuant to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free this Agreement and clear of all Encumbrances, other than Permitted Encumbrances, duly executed that have been obtained by the Purchaser; (e) an assignment of each of the transferable Permits in favor of undertaking by the Purchaser or its designee, duly executed by to re-adjust the Purchaser, together Adjustments in accordance with any other additional documents or instruments required to effect, record or consummate such transfer of each such PermitSection 3.4; (f) the Closing Cash Payment pursuant to elections contemplated in Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)5.4 below; (g) evidence a certificate of the Purchaser (the “Purchaser’s Closing Certificate”) to the effect that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) representations and of its equityholders in respect warranties of the transactions contemplated by this AgreementPurchaser set forth in Section 6.2 are, as at the Closing Date, true and correct in each case to the extent such approval requiredall material respects; (h) a letter from the Undertaking and Access Agreement, if applicable; (i) the Escrow Agreement, if applicable; (j) the list of the Employees who have accepted the Purchaser, in its capacity as “Administrative Agent” ’s offer of employment made pursuant to Section 8.7(b); (k) any documentation contemplated under the Collective Agreement (as defined may be amended in accordance with Section 8.4) in connection with the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)assignment and assumption thereof; and (il) all other documents which are required or which the Sellers have Vendor reasonably requested before the Closing requests to give effect to the transactions contemplated by this Agreement, including Transaction and to result in the proper assumption sale, transfer and assignment of the Assumed Liabilities Hotel Assets by the Vendor to the Purchaser, and assumption thereof by the Purchaser, all in accordance with the terms of this Agreement. All documentation shall be in form and substance acceptable to the Purchaser’s Solicitors and the Vendor’s Solicitors, each acting reasonably and in good faith.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document Triton Entities (except as set forth in Section 8.2(a) which shall be delivered to be effective as the holders of the ClosingSpecified Indebtedness) all of the following: (a) a certificate executed on behalf of the Purchaser representing and certifying that payments made to discharge the conditions set forth in Section 6.2 have been fulfilledSpecified Indebtedness; (b) an assignment and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Closing Cash Payment; (c) the Assignment and Assumption AgreementInstrument of Assumption, duly executed by the Purchaser; (d) an assignment the Instruments of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted EncumbrancesConveyance, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designeeReal Property Lease Assignments, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii)Contract Assignments, duly executed by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Purchaser; (g) evidence that a certificate executed by an executive officer of Purchaser, confirming the Purchaser has obtained the approval of its Board of Directors matters set forth in Sections 7.3 (or similar governing bodya) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required(b); (h) a letter from certificate of the secretary of Purchaser attesting to (i) the organizational documents of Purchaser, (ii) the resolutions adopted by the board of directors of Purchaser duly authorizing the execution, delivery and performance of this Agreement by Purchaser and the execution and delivery by Purchaser of all instruments and documents contemplated hereby, and (iii) the signatures of the officers or authorized representatives of Purchaser who have been authorized on behalf of Purchaser to execute and deliver this Agreement and any other agreement executed or to be executed in its capacity connection herewith; (i) good standing certificates of Purchaser from the Secretaries of State of the jurisdiction of formation of Purchaser and each jurisdiction where Purchaser is qualified to do business as “Administrative Agent” a foreign entity; (as defined j) an opinion of Purchaser's counsel, in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iiiform of Exhibit 8.2(j); and (ik) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated Direction Letter, duly executed by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At On or before the ClosingClosing Date, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the ClosingSeller: (a) a certificate executed on behalf Its Certificate of Existence duly certified by the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledMaine Secretary of State; (b) an assignment and assumption A certificate of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by corporate secretary of the Purchaser (unless the Sellers make the Section 2.2(b) Election)attaching authorizing resolutions of its Board of Directors; (c) An incumbency certificate certifying as to the Assignment and Assumption Agreement, duly executed by incumbency of the Purchaser's signing officers; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free The Assignment and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserAssumption Agreement; (e) an assignment Purchaser's acceptance of each its appointment as of the transferable Permits in favor close of business on the Closing Date as successor trustee or custodian, as applicable, of the Purchaser XXX, Xxxxx Plan and Employee Pension Plan deposit accounts included in the Deposit Liabilities and its assumption of the fiduciary obligations of the trustee or its designee, duly executed by the Purchaser, together custodian with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permitrespect thereto; (f) An Officer's Certificate in substantially the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer form of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Exhibit F hereto; (g) evidence that Such affidavits and documents as the Purchaser has obtained the approval of its Board of Directors (or Title Company shall reasonably require and are customarily given by purchasers in similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval requiredtransactions; (h) a letter from Such other documents as are necessary to effect the transactions contemplated hereby as Seller shall reasonably request, including without limitation the release of Seller's collateral for any Deposit Liabilities and the substitution of Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)'s Collateral therefore; and (i) all other documents which are required or which An opinion of legal counsel to the Sellers have reasonably requested before Purchaser dated as of the Closing Date in form and substance reasonably satisfactory to give counsel for the Seller to the effect that (i) Purchaser is a Maine financial institution validly existing and in good standing under the laws of the State of Maine; (ii) Purchaser has the power and authority to enter into and perform its obligations under the Agreement; (iii) the transactions contemplated by this AgreementAgreement have been duly authorized by all appropriate corporate action of Purchaser; (iv) upon due execution of this Agreement and the other agreements contemplated hereby, including all such agreements will be fully enforceable against the proper assumption Purchaser in accordance with their respective terms, subject to standard exceptions relating to creditors' rights and the availability of the Assumed Liabilities by the Purchaserequitable remedies.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver deliver, or cause to be delivered the following items and documents delivered, to the Sellers, with each such document to be effective as of the Closing: (a) a certificate executed on behalf A certificate, signed by an executive officer of the Purchaser representing Hanover and Purchaser, certifying that the conditions set forth representations and warranties of Hanover and Purchaser contained herein are true in Section 6.2 have been fulfilled;all material respects. (b) an assignment and assumption Copies of each of the Retail Master Lease following, in each case certified by the Secretary of Hanover to be in full force and effect on the Closing Date: (i) Hanover's certificate or articles of incorporation, certified by the Secretary of State of Delaware as of a date not more than ten (10) days prior to Closing. (ii) A good standing certificate with respect to Hanover, certified by the Secretary of State of Delaware as of a date not more than five (5) days prior to Closing. (iii) Hanover's bylaws, as amended through Closing. (iv) Resolutions of Hanover's Board of Directors, the form and substance of which are reasonably satisfactory to the Sellers, authorizing and approving the execution and delivery of this Agreement and the Retail Leaseback to other agreements contemplated hereby, and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election);transactions contemplated hereby. (c) Copies of each of the Assignment and Assumption Agreementfollowing, duly executed in each case certified by the Secretary of the Purchaser to be in full force and effect on the Closing Date: (i) The Purchaser;'s certificate of formation, certified by the Secretary of State of Delaware as of a date not more than ten (10) days prior to Closing. (ii) A good standing certificate with respect to the Purchaser, certified by the Secretary of State of Delaware as of a date not more than five (5) days prior to Closing. (iii) The Purchaser's partnership agreement, as amended through Closing. (iv) Resolutions of the Purchaser's general partner, the form and substance of which are reasonably satisfactory to the Sellers, authorizing and approving the execution and delivery of this Agreement and the other agreements contemplated hereby, and the transactions contemplated hereby. (d) an assignment Same-day funds in the amount of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed cash consideration as required by the Purchaser;Section 1.2. (e) an assignment of each of Certificates evidencing the transferable Permits Hanover Stock duly endorsed in favor of the Purchaser blank or its designee, accompanied by duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit;stock powers. (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l);The duly executed Hanover Note. (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this AgreementAll Counter-Guarantees provided for herein, in each case to the extent such approval required;duly executed. (h) a letter from Opinion(s) of Purchaser's counsel, dated the Closing Date, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); anda form reasonably acceptable to Sellers. (i) all Any other documents which are required or which items to be delivered by Purchaser under the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by terms and provisions of this Agreement. (j) An executed Alliance Agreement. (k) An executed Transaction Services Agreement. (l) An executed Registration Rights Agreement. (m) Executed transfer agreements for each of (i) the POC Shares, including (ii) the proper assumption Harwat Interest, and (iii) the WilPro Interest. (n) Executed assignment agreements for each of the Assumed Liabilities by contracts listed on Schedule 1.6. (o) Executed copies of asset purchase agreements effecting the Purchaserpurchase of the OSI Assets, the Rocky Mountain Assets and the Guara Interest.

Purchaser’s Deliveries. 8.3.1 At or before the Closing, the Purchaser shall will deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the ClosingSeller: (a) a certificate executed on behalf payment of the Purchaser representing and certifying that Cash Consideration by wire transfer, bank draft or certified cheque payable to the conditions set forth in Section 6.2 have been fulfilledSeller; (b) an assignment evidence satisfactory to the Seller, acting reasonably, that the Consideration Securities have been issued and assumption of the Retail Master Lease and the Retail Leaseback to and registered as directed by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Seller in accordance with §3.1.2 hereof; (c) the Assignment and Assumption AgreementNote Payable, duly executed by the Purchaser; (d) an assignment a general security agreement securing the obligations under the Note Payable in form and substance customary for transactions of intangible property to transfer the Purchased Assets which are intangible property this nature and acceptable to the Parties, each acting reasonably, duly executed by the Purchaser and the Seller (or its permitted assign(sthe “General Security Agreement”); (e) free and clear a copy of all Encumbrances, other than Permitted Encumbrancesthe Assignment Agreements, duly executed by the Purchaser; (ef) an assignment a certificate of each one of the transferable Permits in favor Purchaser’s senior officers, dated as of the Closing Date, certifying: (i) all resolutions of the board of directors of the Purchaser or its designeeapproving the entering into of this Agreement and all Ancillary Agreements contemplated herein and the completion of the Transaction, duly executed by and (ii) as to the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer incumbency and genuineness of the signature of each such Permit; (f) officer of the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer Purchaser executing this Agreement or any of immediately available funds, to one the other agreements or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)documents contemplated hereby; (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders officer’s certificate referred to in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required§7.1.1(b); (h) a letter certificate from one of the Purchaser, in its capacity as “Administrative Agent” (as defined in ’s senior officers addressed to the DIP Facility), Seller dated the Closing Date confirming that the Sellers conditions described in Article 5 have been released from performed, satisfied or complied with as of the Obligations as contemplated by Section 2.4(b)(iii)Closing Date; and (i) all such other documents which are required or which the Sellers have and instruments as reasonably requested before by the Closing Seller as necessary to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserhereby.

Purchaser’s Deliveries. At or before Purchaser shall, pursuant to the Closingprovisions of this Agreement, the Purchaser shall deliver or cause to be delivered to Seller on the Closing Date the following items and documents to the Sellers, with each such document to be effective as of the Closingitems: (ai) a certificate executed on behalf of the Purchaser representing and certifying that Purchase Price (as adjusted in accordance with the conditions Customary Adjustments set forth in Section 6.2 have been fulfilled6 and the other adjustments set forth in Section 8A) pursuant to Section 2(b) of this Agreement; (bii) a duly executed and sworn Secretary's Certificate certifying that the Board of Directors of Purchaser has duly adopted resolutions authorizing the within transaction and an executed and acknowledged Incumbency Certificate certifying to the authority of the officers of such entity to execute the documents to be delivered by such entity on the Closing Date; (iii) a certified copy of a Certificate of Incorporation or other appropriate formation document from Purchaser; (iv) a certificate of Good Standing for Purchaser from the Secretary of State or other appropriate official of the State of Purchaser's incorporation or formation and the State of New York, if different; (v) if Purchaser is other than DLIP, an assignment and assumption by DLIP and Purchaser of the Retail obligations of DLIP under the Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)License Agreement; (cvi) if Purchaser is other than DLIP, an assignment and assumption by DLIP and Purchaser of the Assignment and Assumption Agreement, duly executed by obligations of DLIP under the PurchaserMaster Side Letter; (dvii) if Purchaser is other than DLIP, an assignment and assumption by DLIP and Purchaser of intangible property to transfer the Purchased Assets which are intangible property to obligations of DLIP under the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserSystems Agreement; (eviii) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such PermitLimited Common Area License Agreement; (fix) a certificate, dated as of the Closing Cash Payment pursuant to Section 2.4(b)(ii)Date, by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence stating that the representations and warranties of Purchaser has obtained the approval of its Board of Directors (or similar governing body) contained in this Agreement are true and of its equityholders correct in respect all material respects as of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)Closing Date; and (ix) all such other documents which are required as may be reasonably necessary or which appropriate to effect the Sellers have reasonably requested before the Closing to give effect to consummation of the transactions contemplated by that are the subject of this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents Subject to the Sellers, with each such document to be effective as fulfillment or waiver of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled6.2, Purchaser shall execute and/or deliver to Seller (and PHS when applicable) all of the following: (a) the Purchase Price; (b) an assumption agreement, assignment and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaserand/or sublease instrument, duly executed by Purchaser, pursuant to which Purchaser assumes the Purchaser (unless the Sellers make the Section 2.2(b) Election)Assumed Liabilities; (c) the Assignment and Assumption Agreement, duly executed a copy of Purchaser’s certificate of incorporation issued by the PurchaserSecretary of State of Texas; (d) an assignment a certificate of intangible property to transfer the Purchased Assets which are intangible property good standing of Purchaser, issued not earlier than ten days prior to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed Closing Date by the PurchaserTexas Comptroller of Public Accounts; (e) an assignment a certificate of the secretary of Purchaser certifying as true and correct the following: (i) the incumbency and specimen signature of each officer of Purchaser executing this Agreement and any other document delivered hereunder on behalf of Purchaser; and (ii) a copy of the transferable Permits in favor resolution(s) of Purchaser’s board of directors authorizing the Purchaser or its designeeexecution, duly executed by the Purchaser, together with delivery and performance of this Agreement and any other additional documents or instruments required to effect, record or consummate such transfer of each such Permitdelivered by Purchaser hereunder; (f) a closing certificate executed by the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that: (i) Purchaser’s representations and warranties to Seller are true and correct, in all material respects, as of the Closing Cash Payment pursuant Date as if then originally made except to Section 2.4(b)(iithe extent that such representations and warranties are qualified by terms such as “material” and “material adverse effect”, which shall be true and correct in all respects at and as of the Closing Date (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), ; (ii) all covenants required by wire transfer of immediately available fundsthe terms hereof to be performed by Purchaser on or before the Closing Date, to one or more bank accounts designated the extent not waived by Seller in writing, have been performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); and (iii) all documents to be executed and delivered by Purchaser at the direction delivered pursuant to Section 7.2(l)Closing have been executed by duly authorized officers of Purchaser; (g) evidence that without limitation by specific enumeration of the foregoing, all other documents reasonably required from Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of to consummate the transactions contemplated by this Agreement, in each case to the extent such approval required;hereby; and (h) an exclusive dealing contract between Maxor and PHS, mutually acceptable to both parties, wherein Maxor will be the exclusive provider of pharmaceuticals, pharmaceutical supplies, and MedSurge supplies for PHS’s correctional healthcare services for a letter from Purchaser, in its capacity as “Administrative Agent” (as period of seven and one-half years at prices defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchasercontract.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the ClosingSeller: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledClosing Payment; (b) an assignment and assumption of the Retail Master Lease and Transition Services Agreement in substantially the Retail Leaseback to and by the Purchaserform attached hereto as EXHIBIT B, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)an authorized officer of Purchaser; (c) an executed instrument of assumption of liabilities with respect to the Assignment and Assumed Liabilities substantially in the form of the Assumption Agreement, duly executed by of Liabilities Agreement attached hereto as EXHIBIT G ( the Purchaser“Assumption of Liabilities”); (d) an assignment of intangible property to transfer a Copyright Assignment Agreement in substantially the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrancesform attached hereto as EXHIBIT D, other than Permitted Encumbrances, duly executed by the an authorized officer of Purchaser; (e) an assignment of each of a Transferred Marks Assignment Agreement in substantially the transferable Permits in favor of the Purchaser or its designeeform attached hereto as EXHIBIT E, duly executed by the an authorized officer of Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) a Domain Name Transfer Agreement in substantially the Closing Cash Payment pursuant to Section 2.4(b)(ii)form attached hereto as EXHIBIT F, executed by wire transfer an authorized officer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Purchaser; (g) evidence that a certificate, in form and substance reasonably satisfactory to Seller, of a Secretary, Assistant Secretary or other similar officer of Purchaser certifying as to the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect resolutions of the transactions contemplated by board of directors of Purchaser approving and authorizing this Agreement, in each case to the extent such approval requiredAncillary Agreements and the Transactions; (h) the Promissory Note, executed by an authorized officer of Purchaser; (i) a letter from Purchasergood standing certificate of Purchaser issued by the Secretary of State of the State of California, in its capacity dated as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)of a recent date; and (ij) all other documents which are required or which the Sellers have a certificate, in form and substance reasonably requested before the Closing satisfactory to give effect Seller, of Purchaser’s Secretary certifying as to the transactions contemplated by due organization of the Purchaser and due authorization of this Agreement, including the proper assumption of Ancillary Agreements and the Assumed Liabilities by the PurchaserTransactions.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered to Seller or deposited with Escrow Agent in the following items and documents to the Sellers, with each such document Closing Escrow to be effective as delivered to Seller all of the Closing(i) documents set forth in this Section 10.3.2, each of which shall have been duly executed by Purchaser and acknowledged (if required), and (ii) other items set forth in this Section 10.3.2 (the “Purchaser Closing Deliveries”), as follows: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in The Purchase Price (as adjusted pursuant to Section 6.2 have been fulfilled3.1) to be paid by Purchaser; (b) an assignment An unconditional and assumption irrevocable letter of direction to Escrow Agent directing Escrow Agent to disburse the Retail Master Lease and the Retail Leaseback Xxxxxxx Money to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Seller; (c) A Xxxx of Sale in the Assignment and Assumption Agreement, duly executed by the Purchaserform of Exhibit D; (d) an assignment A General Assignment and Assumption in the form of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserExhibit E; (e) an assignment An Assignment and Assumption of each Union Contracts in the form of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such PermitExhibit F; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer An Assignment and Assumption of immediately available funds, to one or more bank accounts designated Hotel Management Agreement in the direction delivered pursuant to Section 7.2(l)form of Exhibit G; (g) evidence that An Assignment and Assumption of Parking Management Agreement in the Purchaser has obtained the approval form of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval requiredExhibit I; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined A closing certificate in the DIP Facility)form of Exhibit H, confirming that together with all exhibits thereto; (i) The Closing Statement prepared pursuant to Section 11.1; (j) The Closing Escrow Agreement; (k) Any real estate transfer tax declaration or similar documents required under Applicable Law in connection with the Sellers have been released from conveyance of the Obligations as contemplated by Section 2.4(b)(iii)Real Property; and (il) all Such other documents which are required or which the Sellers have and instruments as may be reasonably requested before by Seller or the Closing Title Company in order to give effect to consummate the transactions contemplated by transaction described in this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At or before the Closing, the The Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the ClosingSeller: (ai) a certificate executed on behalf the Novation Agreements for each of the Purchaser representing and certifying that Trading Contracts for which the conditions set forth in Section 6.2 have Novation Condition has been fulfilled; (b) an assignment and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchasersatisfied, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Purchaser; (cii) the Assignment and Assumption Agreement, duly executed by the Purchaser; (diii) an assignment the Xxxx of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted EncumbrancesSale, duly executed by the Purchaser; (eiv) an assignment of each evidence of the transferable Permits in favor filing with respect to and/or receipt of all the Purchaser Required Consents; (v) the releases of Financial Assurances with respect to any Trading Contracts, or the agreement of the Purchaser Counterparty to do so, in either case obtained on or its designeeprior to the Closing Date pursuant to Section 2.8(b)(ii) and, to the extent applicable, for any Transferred Contract or Other Asset for which the Transfer Condition has been satisfied; (vi) a certificate duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer dated as of each such Permit; (f) the Closing Cash Payment pursuant to Date, in accordance with Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l6.1(e); (gvii) evidence that reasonably acceptable to the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect Seller of the transactions contemplated by this Agreement, in each case to Purchaser’s existence and good standing (as of a recent date) under the extent such approval requiredlaws of the State of Delaware; (hviii) a letter from copy, certified by an authorized officer of the Purchaser, in its capacity of the resolutions authorizing the execution and delivery of this Agreement and the Related Agreements and instruments attached as “Administrative Agent” (exhibits to this Agreement and to the Related Agreements, and the consummation of the Contemplated Transactions, together with a certificate by the Secretary of the Purchaser as defined in to the DIP Facility), confirming that incumbency of those officers authorized to execute and deliver this Agreement and the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)Related Agreements; and (iix) all such other documents which are customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to the Seller, as may be required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the PurchaserContemplated Transactions.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall execute and/or deliver or cause to be delivered Seller on the following items and documents to Closing Date the Sellers, with each such document to be effective as of the Closingfollowing: (a) a certificate executed on behalf of the Purchaser representing and certifying that Ground Lease Assignment in the conditions set forth in Section 6.2 have been fulfilledform attached hereto as Exhibit A; (b) an the assignment and assumption of in the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)form attached hereto as Exhibit C; (c) the Assignment and Assumption Agreement, duly executed by Second Amendment in the Purchaserform attached as Exhibit J; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property subject to the Purchaser (or its permitted assign(s)) free and clear provisions of all EncumbrancesSection 5.6, other than Permitted Encumbrances, duly executed by letters to the Purchaserholders of any utility security deposits authorizing the return of such security deposit to Seller; (e) an assignment of each of the transferable Permits Closing Statement referred to in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit;Section 5.1; and (f) good standing certificate(s) for the Purchaser issued by the State of Delaware and each state of organization for the Purchaser, dated not more than thirty (30) days prior to the Closing Cash Payment pursuant to Section 2.4(b)(ii)Date, by wire transfer of immediately available funds, to one or more bank accounts designated evidencing that the Purchaser is in good standing in the direction delivered pursuant to Section 7.2(l)state of its organization and the District of Columbia; (g) evidence that resolutions of the Manager of the Purchaser has obtained authorizing (1) the approval of its Board of Directors Purchaser to enter into this transaction and purchase the Property from Seller; and (2) the entity or similar governing body) and of its equityholders in respect person signing on behalf of the transactions contemplated Purchaser to execute and deliver the documents required by this Agreement, in each case to the extent such approval requiredSection; (h) if the documents signed by the Purchaser have been executed by a letter from Purchaserlegal entity, a resolution of such entity authorizing it to sign the documents and authorizing a specific officer to execute the same on behalf of the entity, along with good standing or other certificates that evidence the entity is in its capacity as “Administrative Agent” (as defined good standing in the DIP Facility), confirming state of its organization; (i) any transfer and recordation tax declarations; (j) a certificate signed by Purchaser that the Sellers have been released from representations and warranties of Purchaser set forth in this Agreement are true and correct on the Obligations as contemplated by Closing Date, subject to the provisions of Section 2.4(b)(iii10.4(a); and (ik) all other such additional documents which as Seller and Purchaser shall mutually agree are necessary to consummate the sale of the Property to Purchaser or are otherwise required or which by the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by provisions of this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At or before prior to the Closing, the Purchaser shall deposit the Stock Consideration and the Deposited Cash Consideration with the Escrow Agent as provided for in Section 2(b) herein and shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the ClosingSeller: (ai) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledFive Hundred Ten Thousand Dollars ($510,000.00) shall be delivered to Seller by wire transfer pursuant to wire instructions provided by Seller; (bii) an assignment and assumption Four (4) originals of the Retail Master Lease and Escrow Agreement in the Retail Leaseback to and by the Purchaserform of Exhibit A annexed hereto, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Purchaser; (ciii) Four (4) original of the Assignment and Assumption AgreementAgreement in the form of Exhibit C annexed hereto, duly executed by the Purchaser; (div) an assignment Four (4) originals of intangible property a fully executed License from Purchaser to transfer Realty Information Systems Co. to use fiber constituting a portion of the Purchased Sale Assets which are intangible property in the form annexed hereto as Exhibit E. (v) A Secretary’s Certificate dated as of the Closing Date and signed by the Secretary of Purchaser: (A) attesting to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment incumbency of each person who shall execute this Agreement and any other agreement entered into in connection with this Agreement to which Purchaser is a party; (B) certifying that attached thereto is a true and complete copy of the transferable Permits in favor Certificate of Incorporation of the Purchaser as in effect as of the Closing Date; and (C) certifying that attached thereto is a true and complete copy of Purchaser’s Bylaws as in effect as of the Closing Date. (vi) Written resolutions or its designee, duly executed by the requisite approvals of the board of directors of the Purchaser and the shareholders of the Purchaser, together with in form and substance reasonably satisfactory to Seller, authorizing the execution, delivery and performance by Purchaser of this Agreement and any other additional documents or instruments required agreement executed in connection with this Agreement to effectwhich Purchaser is a party, record or consummate which copy shall be certified by the appropriate officer of the Purchaser as being the true and correct copies of such transfer of each such Permit;approvals. (fvii) Written resolutions or the Closing Cash Payment pursuant requisite approvals of the board of directors of Telkonet, in form and substance reasonably satisfactory to Section 2.4(b)(ii)Seller, authorizing the issuance of the Shares and the execution, delivery and performance by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval Telkonet of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by obligations under this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities copy shall be certified by the Purchaserappropriate officer of Telkonet as being the true and correct copies of such approvals.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents Subject to the Sellers, with each such document to be effective as fulfillment or waiver of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled7.2 of this Agreement, Purchaser shall execute and/or deliver to Seller all of the following: (a) the portion of the Purchase Price payable by wire transfer or bank draft, in immediately available funds, at the Closing; (b) an assignment a certified copy of Purchaser's Certificates of Incorporation and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)By-laws; (c) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Assignment and Assumption Agreement, duly executed Closing Date by the PurchaserSecretary of State of Delaware; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property incumbency and specimen signature certificate with respect to the officers of Purchaser (or its permitted assign(s)) free executing this Agreement and clear Purchaser's Ancillary Documents on behalf of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment a certified copy of each resolutions of Purchaser's board of directors, authorizing the transferable Permits in favor execution, delivery and performance of the Purchaser or its designee, duly executed by the this Agreement and Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit's Ancillary Documents; (f) a closing certificate executed by the Chief Executive Officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Cash Payment pursuant to Section 2.4(b)(iiDate as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by wire transfer of immediately available fundsthe terms hereof to be performed by Purchaser on or before the Closing Date, to one or more bank accounts designated the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the direction delivered pursuant to Section 7.2(l)Closing have been executed by duly authorized officers of Purchaser; (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated an assumption agreement, duly executed by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents under which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of Purchaser assumes the Assumed Liabilities and all other liabilities to be assumed by the Purchaser pursuant to Article III and Section 2.1 of this Agreement and indemnify Seller and hold Seller harmless from and against any and all such liabilities assumed by Purchaser.; and,

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents subject to the Sellers, with each such document to be effective as fulfillment or waiver of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled5.2, Purchaser shall execute and deliver to OPG all of the following: (a) the Purchase Price as set forth in Section 1.2; (b) an assignment and assumption a certified copy of the Retail Master Lease and the Retail Leaseback a resolution or other certificate in a form satisfactory to and by the PurchaserOPG, duly executed by Purchaser's managing member or other person or body having management authority, authorizing the Purchaser (unless the Sellers make the Section 2.2(b) Election)execution, delivery, and performance of this Agreement by Purchaser; (c) a certified copy of Purchaser's certificate of limited liability company on file with the Assignment and Assumption Agreement, duly executed by the PurchaserSecretary of State of California; (d) an assignment a certificate of intangible property to transfer the Purchased Assets which are intangible property existence of Purchaser, issued prior to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed Closing Date by the PurchaserSecretary of State of Washington; (e) an assignment a closing certificate executed by any officer of each Purchaser specifically authorized to do so, on behalf of Purchaser, pursuant to which Purchaser represents and warrants to OPG that Purchaser's representations and warranties to OPG are true and correct in all material respects as of the transferable Permits Closing Date as if originally made on the Closing Date or, if any such representation or warranty is untrue in favor of any material respect, specifying the respect in which it is untrue, that all covenants required by this Agreement to be performed by Purchaser on or its designeebefore the Closing have been so performed, duly and that all documents to be executed and delivered by Purchaser at the Closing have been executed by the duly authorized officers of Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit;; and (f) the Closing Cash Payment pursuant such other documents from Purchaser as may reasonably be required in order to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of effectuate the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At Subject to the fulfillment or before waiver of the Closing---------------------- conditions set forth in Section 7.2 of this Agreement, the Purchaser shall execute and/or deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as Sellers all of the Closingfollowing: (a) a certificate executed on behalf the portion of the Purchaser representing and certifying that Purchase Price payable by wire transfer or bank draft, in immediately available funds, at the conditions set forth in Section 6.2 have been fulfilledClosing; (b) an assignment a certified copy of Purchaser's Certificate of Incorporation and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)By-laws; (c) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Assignment and Assumption Agreement, duly executed Closing Date by the PurchaserSecretary of State of Delaware; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property incumbency and specimen signature certificate with respect to the officers of Purchaser (or its permitted assign(s)) free executing this Agreement and clear Purchaser's Ancillary Documents on behalf of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment a certified copy of each resolutions of Purchaser's board of directors, authorizing the transferable Permits in favor execution, delivery and performance of the Purchaser or its designee, duly executed by the this Agreement and Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit's Ancillary Documents; (f) a closing certificate executed by the Chief Executive Officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Sellers that Purchaser's representations and warranties to Sellers are true and correct as of the Closing Cash Payment pursuant to Section 2.4(b)(iiDate as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by wire transfer of immediately available fundsthe terms hereof to be performed by Purchaser on or before the Closing Date, to one or more bank accounts designated the extent not waived by Sellers in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the direction delivered pursuant to Section 7.2(l)Closing have been executed by duly authorized officers of Purchaser; (g) evidence that an assumption agreement, duly executed by Purchaser, under which Purchaser assumes the Assumed Liabilities and all other liabilities to be assumed by Purchaser has obtained the approval pursuant to Article III and Section 2.1 of its Board of Directors (or similar governing body) this Agreement and of its equityholders in respect of the transactions contemplated indemnify Sellers and hold Sellers harmless from and against any and all such liabilities assumed by this Agreement, in each case to the extent such approval requiredPurchaser; (h) a letter an opinion from Purchaser's counsel, in its capacity the form appended to this Agreement as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); andExhibit E; (i) separate non-competition agreements between Purchaser and each of the six individuals named as Guarantors hereunder, in substantially the forms attached hereto as Exhibits D-1 through D-6, and as described in Section 3.5 hereof; (j) separate consulting agreements between Purchaser and each of the four individuals, and under the terms and conditions, specified in Section 9.11 hereof and in substantially the forms attached hereto as Exhibits K-1 through K-4; (k) a certificate duly executed by the Chief Financial Officer of Purchaser, dated as of the Closing Date, stating that there has been no material change in the information disclosed in Section 5.1(f) of the Disclosure Schedule which would have a material adverse effect on the Purchaser; (l) a true and complete copy of the owner's title insurance policy described in Section 7.2(f) of this Agreement; and, (m) an amendment to The Xxxxxx Sun Pension Plan, and all other related documents, duly executed by Purchaser, pursuant to which Purchaser shall be substituted for Sellers as the "Employer" under such Plan and all documents which are required duly executed by Purchaser as may be necessary or which the appropriate to Purchaser's succeeding to all of Sellers' rights, duties and obligations (other than Tax liabilities of Sellers have reasonably requested before the Closing to give effect described in Section 4.2(d) of this Agreement) with respect to the transactions contemplated by Xxxxxx Sun Funded Group Life Insurance Plan, if Purchaser elects to do so in the manner described in Section 2.1(d) of this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At (a) On or before the ClosingBring-Down Date, Purchaser shall deliver or cause to be delivered the Purchase Price and the following items and documents to the Escrow Holder: (i) in accordance with the Escrow Agreement, the Purchase Price Deposit and the Escrow Amount, by wire transfer of immediately available funds; (ii) a certificate, undated, representing and certifying that the conditions set forth in Section 6.1 have been fulfilled, duly executed by Purchaser; (iii) the Xxxx of Sale, undated, duly executed by Purchaser; (iv) the Assignment and Assumption Agreement, undated, duly executed by Purchaser; (v) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and the other documents to be executed in connection with the transactions contemplated by this Agreement (collectively with the items described in Section 7.3(a)(ii)-(vi), the “Purchaser Escrowed Closing Documents” and, along with the Seller Escrowed Closing Documents, the “Escrowed Closing Documents”); and (vi) the Escrow Agreement, duly executed by Purchaser. (b) On or prior to the Bring-Down Date, Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the ClosingSeller: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled; (b) an assignment and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election); (ci) the Assignment and Assumption Escrow Agreement, duly executed by the Purchaser;; and (dii) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted EncumbrancesOperating Lease Agreement, duly executed by the Purchaser;. (ec) an assignment of each of On or prior to the transferable Permits in favor of Closing Date, Purchaser shall deliver or cause to be delivered the Purchaser or its designee, duly executed by the Purchaser, together with any other additional following items and documents or instruments required to effect, record or consummate such transfer of each such Permit;Seller: (fi) the Closing Cash Payment pursuant to Section 2.4(b)(ii)Purchase Price, by wire transfer of immediately available funds, to one or more bank accounts designated in less the direction delivered pursuant to Section 7.2(l); (g) evidence that Escrow Amount and the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)Purchase Price Deposit; and (iii) all other documents which are if required or which by the Sellers have reasonably requested before Escrow Agreement, escrow instructions, instructing disbursement at the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities Purchase Price Deposit and the Escrow Amount, and the insertion of the Closing Date by the PurchaserEscrow Holder on the Purchaser Escrowed Closing Documents.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents Subject to the Sellers, with each such document to be effective as fulfillment or written waiver of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled;5.1, Purchaser shall execute and/or deliver to Seller all of the following: (a) Counterpart of this Agreement duly executed by Purchaser. (b) an assignment and assumption A wire transfer of immediately available funds in the amount of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election);Cash Consideration as defined hereinabove. (c) As soon as practicable after the Assignment and Assumption AgreementClosing Date, duly executed by Purchaser shall cause its transfer agent to deliver a certificate representing the Purchaser;Share Consideration to the Escrow Agent pursuant to Section 2.1(b). (d) Counterpart of an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free Escrow Agreement by and clear of all Encumbrancesbetween Purchaser, other than Permitted Encumbrances, Seller and Escrow Agent duly executed by Purchaser in the Purchaserform attached hereto as Exhibit A; (e) an assignment Counterpart of each of the transferable Permits in favor of the a Registration Rights Agreement by and between Purchaser or its designee, and Seller duly executed by Purchaser in the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permitform attached hereto as Exhibit B; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), Counterpart of a Conversion and Supply Agreement by wire transfer of immediately available funds, to one or more bank accounts designated and between Purchaser and Seller duly executed by Purchaser in the direction delivered pursuant to Section 7.2(l)form attached hereto as Exhibit C; (g) evidence that A Proprietary Rights Assignment duly executed by Purchaser in the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval requiredform attached hereto as Exhibit E; (h) a letter from Any other instruments that Seller may reasonably deem necessary or desirable to effect or evidence the transactions contemplated hereby, including, but not limited to, the following: (i) Certificate of Good Standing in Purchaser, in its capacity 's jurisdiction of organization; (ii) Certificates as “Administrative Agent” to the incumbency of Purchaser's officers; (iii) Certificate of an officer of Purchaser as defined in to the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)representations and warranties of Purchaser; and (iiv) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to Board resolutions approving this Agreement and the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserherein.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered to Seller or deposited with Escrow Agent in the following items and documents Closing Escrow to be delivered to Seller, or deposited with Liquor Assets Escrow Agent in the Liquor Assets Escrow pursuant to the Sellersterms of Section 8.3.1(a), with each such document to be effective as all of the Closing(i) documents set forth in this Section 10.3.2, each of which shall have been duly executed by Purchaser and acknowledged (if required), and (ii) other items set forth in this Section 10.3.2 (the “Purchaser Closing Deliveries”), as follows: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in The Purchase Price (as adjusted pursuant to Section 6.2 have been fulfilled3.1) to be paid by Purchaser; (b) an assignment and assumption A letter of direction to Escrow Agent directing Escrow Agent to disburse the Retail Master Lease and the Retail Leaseback Xxxxxxx Money to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Seller; (c) A closing certificate in the Assignment and Assumption Agreementform of Exhibit H, duly executed by the Purchasertogether with all exhibits thereto; (d) an assignment of intangible property Such documents and instruments that are required to transfer be executed and delivered by Purchaser under the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free New Management Agreement, including, without limitation, any guarantees and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchasernondisturbance agreements; (e) an assignment A counterpart of each of the transferable Permits in favor of the documents and instruments to be delivered by Seller under Section 10.3.1 which require execution by Purchaser (or its designeeLiquor Designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permitas applicable); (f) The insurance certificate required by the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(lBeverage Services Agreement (if applicable); (g) evidence that A resale certificate from Purchaser for the Purchaser has obtained F&B, Retail Merchandise and any other Personal Property subject to resale, in the approval of its form provided by the California Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required;Equalization; and (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all Such other documents which are required or which the Sellers have and instruments as may be reasonably requested before by Seller or the Closing Title Company in order to give effect to consummate the transactions contemplated by transaction described in this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At Subject to the fulfillment or before waiver of the Closingconditions set forth in Section 6.2, the at Closing Purchaser shall pay the Purchase Price to Seller, and shall execute and deliver or cause to be executed and delivered the following items and documents to the Sellers, with each such document to be effective as Seller all of the Closingfollowing: (a) a closing certificate executed by the Secretary or Assistant Secretary of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which the Purchaser representing certifies and certifying that attaches to such certificate (i) a true, correct, and complete copy of Purchaser’s Organizational Documents, each as amended to the conditions set forth in Section 6.2 have been fulfilledClosing Date, (ii) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of Delaware, (iii) the incumbency and specimen signatures with respect to the officers of Purchaser executing this Agreement and Purchaser’s Ancillary Documents on behalf of Purchaser, and (iv) the true, correct, and complete resolutions of the Board of Managers of Purchaser, authorizing the execution, delivery and performance of this Agreement and Purchaser’s Ancillary Documents; (b) an assignment and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly a closing certificate executed by the President of Purchaser (unless or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser’s representations and warranties to Seller are true and correct as of the Sellers make Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the Section 2.2(b) Electionrespect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (c) the Bxxx of Sale, Assignment and Assumption Agreement, duly executed by the Purchaser; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free Landlord’s Consent and clear of all Encumbrances, other than Permitted EncumbrancesEstoppel, duly executed by Purchaser, with respect to the PurchaserLeased Premises in substantially the form attached hereto as Exhibit C (the “Landlord’s Consent”); (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designeea Customer Contract Assignment, Consent and Confirmation, duly executed by the Purchaser, together with any other additional documents or instruments required respect to effecteach MCTM Customer Contract and each Web Hosting Agreement in substantially the form attached hereto as Exhibit D (the “Customer Contract Assignments”), record or consummate such transfer of as applicable for each such Permitcustomer; (f) the Closing Cash Payment pursuant a release and acknowledgement related to Section 2.4(b)(ii)Seller’s prior ownership of equity in Purchaser, duly executed by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)RHC; (g) evidence that a software license agreement (the Purchaser has obtained “Albuquerque Software License Agreement”), a Royal services agreement (the approval of its Board of Directors (or similar governing body“Royal Services Agreement”) and of its equityholders in respect of a Quovadx services agreement (“the transactions contemplated “Quovadx Services Agreement”), each duly executed by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity substantially the forms attached hereto as Exhibits F, G and H, respectively (the “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iiiTransition Agreements”); and (ih) all without limitation by the specific enumeration of the foregoing, any other documents which are required or which the Sellers have reasonably requested before the Closing to give further effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser’s agreements as set forth herein.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver ---------------------- or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as Triton Entities all of the Closingfollowing: (a) a certificate executed on behalf the Closing Cash Payment, plus or minus, as applicable, any amounts required pursuant to the provisions of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled;2.4; ----------- (b) an assignment and instrument of assumption for the Assumed Liabilities (the "Instrument of Assumption"), in the Retail Master Lease and the Retail Leaseback to and by the Purchaserform of Exhibit 9.2(b), duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)-------------- Purchaser; (c) the Assignment and Assumption AgreementInstrument of Conveyance, duly executed by the Purchaser; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted EncumbrancesReal Property Lease Assignment, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designeeLease Agreement Assignment, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii)Collocation Agreement Assignment, duly executed by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Purchaser; (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated Reciprocal Agreement Assignment, duly executed by this Agreement, in each case to the extent such approval requiredPurchaser; (h) a letter from certificate executed by an executive officer of Purchaser, confirming the matters set forth in its capacity as “Administrative Agent” Sections 8.2 and 8.3; -------------------- (as defined in i) a certificate of the DIP Facility)secretary of Purchaser attesting to (i) the organizational documents of Purchaser, confirming that (ii) the Sellers resolutions adopted by the general partner of Purchaser duly authorizing the execution, delivery and performance of this Agreement by Purchaser and the execution and delivery by Purchaser of all instruments and documents contem plated hereby, and (iii) the signatures of the officers or authorized representatives of Purchaser who have been released authorized on behalf of Purchaser to execute and deliver this Agreement and any other agreement executed or to be executed in connection herewith; (j) a good standing certificate of Purchaser from the Obligations as contemplated Secretary of State of Delaware; (k) the Tower Lease Agreement, duly executed by Section 2.4(b)(iii)Purchaser; (l) the Site Agreements, duly executed by Purchaser; (m) the Real Property Lease Agreement, duly executed by Purchaser; (n) the Site Acquisition Agreement, duly executed by American Tower, L.P.; (o) the Build-to-Suit Agreement, duly executed by American Tower, L.P.; (p) an opinion of Purchaser's counsel, in a form reasonably acceptable to the parties hereto; (q) any Contractual Consents obtained by Purchaser; and (ir) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated Direction Letter, duly executed by this Agreement, including the proper assumption of the Assumed Liabilities by the PurchaserXxxxxxxxx.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall execute and/or deliver to Seller all of the following. If the Closing occurs, it shall be conclusively deemed that all such documents or cause to be deliveries have been delivered the following items or made and documents are satisfactory to the Sellers, with each such document to be effective as of the Closing:Seller. (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledEstimated Cash Portion; (b) an assignment the Promissory Note, together with any certificates, instruments and assumption of the Retail Master Lease and the Retail Leaseback other closing deliveries reasonably requested by Seller that would customarily be provided to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)a third party lender; (c) the Assignment Preferred Stock, together with any certificates, agreements, instruments and Assumption Agreement, duly executed other closing deliveries reasonably requested by Seller that would customarily be provided to a third party investor with respect to the Purchaserissuance of preferred stock; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that concurrently with the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect consummation of the transactions contemplated by this Agreement, Purchaser has initiated the payment in each case full of the Closing Capitalized Lease Obligations in accordance with the terms and conditions of the payoff letter provided to the extent such approval requiredparties hereto on or prior to Closing; (e) copies of all loan documentation entered into by Purchaser, Holdings, the Company or any of its Subsidiaries with respect to any senior, mezzanine or subordinated financing arrangements; (f) copies of any management agreement, advisory agreement or similar affiliate contract between Purchaser or any of its Affiliates and the Company or any of its Subsidiaries; (g) certified copies of Purchaser’s, Holdings’ and the Intermediate Company’s certificates of incorporation or certificate of formation, as applicable, issued by the secretaries of state of Purchaser’s, Holdings’ and the Intermediate Company’s states of incorporation and evidence of filing of Holdings’ Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware; (h) a letter from certificates of good standing of Purchaser, in its capacity Holdings and the Intermediate Company, issued not earlier than ten days prior to the Closing Date by the secretaries of state of Purchaser’s, Holdings’ and the Intermediate Company’s states of incorporation; (i) a certificate executed by the secretary or another authorized person of Purchaser certifying as “Administrative Agent” true and correct the following: (i) the incumbency and specimen signature of each officer of Purchaser executing this Agreement and any other document delivered hereunder on behalf of Purchaser; (ii) a copy of Purchaser’s limited liability company agreement; and (iii) a copy of the resolutions of Purchaser’s sole member or other applicable managing body authorizing the execution, delivery and performance of this Agreement and any other documents delivered by Purchaser hereunder; (j) a certificate executed by the secretary of Holdings certifying as defined in true and correct the DIP Facility)following: (i) the incumbency and specimen signature of each officer of Holdings executing this Agreement and any other document delivered hereunder on behalf of Holdings; (ii) a copy of Holdings’ bylaws; and (iii) a copy of the resolutions of Holdings’ board of directors authorizing the execution, confirming that delivery, issuance and performance of the Sellers have been released from Preferred Stock, the Obligations amended and restated certificate of incorporation authorizing the Preferred Stock and any other documents delivered by Holdings hereunder; (k) a certificate executed by the secretary of the Intermediate Company certifying as contemplated true and correct the following: (i) the incumbency and specimen signature of each officer of the Intermediate Company executing this Agreement and any other document delivered hereunder on behalf of the Intermediate Company; (ii) a copy of the Intermediate Company’s bylaws; and (iii) a copy of the resolutions of the Intermediate Company’s board of directors authorizing the execution, delivery and performance of this Agreement and any other documents delivered by Section 2.4(b)(iii)the Intermediate Company hereunder; and (il) all such other closing documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities and deliveries as mutually agreed upon by the Purchaserparties hereto.

Purchaser’s Deliveries. At Delivery at Closing (or before such earlier date indicated below) to Escrow Agent of the Closingfollowing documents pertaining to each of the Shopping Centers, as applicable (all documents to be executed originals and, if applicable, witnessed and properly acknowledged): (i) With respect to MacArthur Shopping Center, the Purchaser shall deliver or cause to be delivered the following items Assignment and documents to the Sellers, with each such document to be effective as Assumption of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledMacArthur Ground Lease; (bii) an assignment Intentionally Omitted; (iii) With respect to each REA, the Assignment and assumption Assumption of REA; (iv) The Assignment and Assumption of Space Tenant Leases; (v) The Assignment and Assumption of Anchor Leases; (vi) The Assignment and Assumption of MacArthur Parking Agreement; (vii) The Assignment and Assumption of the Retail Master Lease Ford Lease; (viii) The Xxxx of Sale; (ix) The General Assignment; (x) The Closing Statement and the Retail Leaseback to and Separate Closing Statement (signed by the applicable Seller and Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election); (cxi) the Assignment and Assumption Agreement, duly executed by the Purchaser; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property Evidence in form reasonably satisfactory to the Purchaser (or its permitted assign(s)) free Title Company and clear Sellers of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required ’s authority to effect, record or enter into and consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this AgreementAgreement and the authority and the incumbency of any individuals to execute any instruments executed and delivered by Purchaser at Closing, in each case to the extent such approval requiredtogether with a certificate of good standing of Purchaser; (hxii) All required state, county and local transfer tax forms and affidavits; (xiii) A counterpart of each Notice Letter; (xiv) Sellers shall have received from Purchaser a letter from Purchasercertificate, in its capacity dated as “Administrative Agent” (as defined in of the DIP Facility)Closing and executed on behalf of Purchaser by a duly authorized signatory thereof, confirming stating that the Sellers have been released from representations and warranties of Purchaser contained in this Agreement are true and correct in all material respects as of the Obligations as contemplated by Section 2.4(b)(iii)Closing, or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change; and (ixv) all other Such additional documents which are required or which and instruments appropriate to be executed and delivered by Purchaser as may be reasonably necessary to complete the Sellers have reasonably requested before transaction contemplated hereby and to carry out the Closing to give effect to the transactions contemplated by intent and purposes of this Agreement; provided, including however, that the proper assumption same does not result in any new or additional obligation, covenant, representation or warranty of the Assumed Liabilities by the PurchaserPurchaser under this Agreement beyond those expressly set forth in this Agreement.

Purchaser’s Deliveries. At Purchaser hereby executes and/or delivers to Sellers all of the following: 6.2.1 the Closing Payment; 6.2.2 a certificate of the secretary of Purchaser certifying as true, correct and complete the following: (a) the incumbency and specimen signature of each officer of Purchaser executing this Agreement and any other document delivered hereunder on behalf of Purchaser; (b) a copy of Purchaser’s certificate of incorporation and bylaws; and (c) a copy of the resolutions of Purchaser’s board of directors authorizing the execution, delivery and performance of this Agreement and any other documents delivered by Purchaser hereunder; 6.2.3 a closing certificate executed by an executive officer of Purchaser, on behalf of Purchaser, pursuant to which Purchaser certifies to Sellers that: (a) all covenants required by the terms hereof to be performed by Purchaser on or before the ClosingClosing Date, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellersextent not waived by Sellers in writing, with each such document to be effective as of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled; so performed (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); and (b) an assignment all documents to be executed and assumption of delivered by Purchaser at the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly Closing have been executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election); (c) the Assignment and Assumption Agreement, duly executed by the authorized officers of Purchaser; 6.2.4 the Employment Agreement (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property including all documentation relating to the Purchaser (or its permitted assign(s)grant of contingent restricted stock of Purchaser) free and clear a Noncompetition Agreement, each to be entered into with each of all EncumbrancesJxxxx X. Xxxxxx, other than Permitted EncumbrancesXx. and Axxxxx X. Xxxxxxxx, duly Xx., respectively, executed by the a duly authorized officer of Purchaser;; and (e) an assignment of each 6.2.5 without limitation by specific enumeration of the transferable Permits in favor of foregoing, all other documents reasonably required from the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required Company and Sellers to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserhereby.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents Subject to the Sellersterms and conditions hereof, with each such document to be effective as of the ClosingPurchaser shall: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 at each Closing, have delivered, or cause to have been fulfilled; (b) an assignment and assumption delivered, on the First Tranche Closing Date or the Second Tranche Closing Date, as applicable, payment of the Retail Master Lease and the Retail Leaseback to and by the such Purchaser’s First Tranche Purchase Price or Second Tranche Purchase Price, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election); (c) the Assignment and Assumption Agreement, duly executed by the Purchaser; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii)as applicable, by wire transfer of immediately available funds, funds to one or more bank accounts the account designated in by the direction delivered pursuant to Section 7.2(l)transfer instructions set forth on Exhibit C; (gb) evidence at each Closing, deliver or cause to be delivered to CPLP: (i) A cross-receipt executed by each Purchaser and delivered to CPLP certifying that the Purchaser it has obtained the approval received its respective First Tranche Purchased Units or Second Tranche Purchase Units, as applicable, as of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval requiredClosing Date; (hii) a letter A certificate from each Purchaser, dated the First Tranche Closing Date or the Second Tranche Closing Date, as applicable, and signed by an appropriate officer of such Purchaser, in its capacity their capacities as “Administrative Agent” such, stating that: (A) Such Purchaser has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by such Purchaser on or prior to such Closing Date; (B) The representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality are true and correct as defined of such Closing Date and all other representations and warranties of such Purchaser are true and correct in the DIP Facility), confirming all material respects as of such Closing Date (except that the Sellers have been released from the Obligations representations and warranties made as contemplated by Section 2.4(b)(iiiof a specific date shall be required to be true and correct as of such date only); and (iiii) all other documents which are required or which at the Sellers have reasonably requested before First Tranche Closing, the Closing to give effect Registration Rights Agreement relating to the transactions contemplated Purchased Units, which shall have been duly executed by this Agreement, including the proper assumption of the Assumed Liabilities by the each Purchaser.

Purchaser’s Deliveries. At the Closing (except where noted otherwise), subject to the terms and conditions hereof, each Purchaser will deliver, or before the Closing, the Purchaser shall deliver or will cause to be delivered the following items and documents delivered, to the Sellers, with each such document to be effective as of the ClosingSeller: (ai) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled; (b) an assignment and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election); (c) the Assignment and Assumption Agreement, duly executed by the Purchaser; (d) an assignment of intangible property to transfer The Purchase Price for the Purchased Assets which are intangible property Units to the be purchased by such Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available fundsfunds to an account designated by Seller; provided, however, that any Purchaser may, in lieu of such wire transfer, deliver a check to one or more bank accounts designated the Seller at the Closing payable to the Seller in the direction delivered pursuant amount of the Purchase Price for the Purchased Units to Section 7.2(l)be purchased by such Purchaser; (gii) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this A Subscription Agreement, in the form of Exhibit B attached hereto, to be executed by each case Purchaser and delivered to the extent Seller within fourteen (14) days of the date hereof, containing representations that confirm such approval requiredPurchaser’s status as an accredited investor; (hiii) a letter from PurchaserA Power of Attorney, in its capacity the form of Exhibit C attached hereto, to be executed by each Purchaser and delivered to the Seller within fourteen (14) days of the date hereof, authorizing the Investment Advisor to sign this Agreement and any other applicable Basic Documents on behalf of such Purchaser; (iv) An Application For Admission as “Administrative Agent” (as defined an Additional Limited Partner, in the DIP Facility)form of Exhibit D attached hereto, confirming that to be executed by each Purchaser and delivered to the Sellers have been released from Seller within fourteen (14) days of the Obligations date hereof, containing, among other things, a request by such Purchaser to be admitted as contemplated by Section 2.4(b)(iii)an additional limited partner of Partners; and (iv) all No later than 5:00 p.m., Central Standard Time, on Monday, June 16, 2003, Xxxxxxx Xxxxxx (or such other documents which are custodian designated by Purchaser) account information and a completed copy of Schedule A attached hereto, each sufficient to enable Seller to make the delivery required or which the Sellers have reasonably requested before the Closing pursuant to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the PurchaserSection 2.04(a)(i) above.

Purchaser’s Deliveries. At or before the Except for item (a) below, which will be delivered directly to Seller outside of escrow at Closing, concurrently with the execution and delivery of this Agreement, Purchaser shall deliver or cause to be delivered to the Escrow Agent, at Purchaser's sole expense (except as otherwise provided in this Agreement as to the costs associated with the assumption of the Existing Financing), each of the following items and documents to the Sellers, with each such document to be effective as of the Closingitems: (a) a certificate executed on behalf Evidence reasonably acceptable to Seller evidencing the registration of the Purchaser representing Shares in the name of Holdings by book entry in an account or accounts designated by Holdings described in and certifying that the conditions set forth in as required by Section 6.2 have been fulfilled;2.1(b) above. (b) an assignment and assumption The cash portion of the Retail Master Lease and Purchase Price, as required by Section 2.1(a) above. (c) Two (2) original counterparts of the Retail Leaseback to and by the PurchaserXxxx of Sale, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election);Purchaser. (cd) Two (2) original counterparts of the Assignment of Leases, duly executed by Purchaser. (e) Two (2) original counterparts of the Assignment of Reservations and Assumption Reservation Deposits, duly executed by Purchaser. (f) Two (2) original counterparts of the Hotel Management Agreement Assignment, duly executed by Purchaser. (g) Two (2) original counterparts of the Assignment of Declarant's Rights. (h) A valid, complete resale exemption certificate, California Board of Equalization Form BOE-230, with respect to tangible personal property to be held as inventory, duly executed by DTRS with respect to any Inventory transferred to DTRS and held for retail sale at the Property. Such certificate shall be in form sufficient to exempt the transfer of such Inventory from State of California and local sales tax pursuant to the “resale exemption” under California Revenue and Taxation Code Sections 6091 and 6092 and California Code of Regulations 18 CCR Reg. 1668. (i) Two (2) original counterparts of the Preliminary Closing Statement, duly executed by Purchaser. (j) Two (2) original counterparts of the 00000 Xxxxx Xxxxx Xxxxxxx Agreement, duly executed by the Purchaser;. (dk) an assignment An original counterpart of intangible property each of the Existing Financing Loan Assumption Documents to transfer be signed by Purchaser and recorded in the Purchased Assets Official Records, if any, duly signed and acknowledged by Purchaser. (l) Such evidence, certificates or documents as may be reasonably required by the Ohana Parties (copies of which are intangible property documents shall be delivered to Seller), the Title Company and/or the Escrow Agent relating to the status and capacity of Purchaser and the authority of the person or persons who are executing the various documents on behalf of Purchaser in connection with the purchase of the Property. (or its permitted assign(s)m) free and clear Two (2) original counterparts of all Encumbrances, other than Permitted Encumbrancesthe Registration Rights Agreement, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the PurchaserStrategic.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall will execute and deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as Seller all of the Closingfollowing: (a) a certificate executed on behalf The Purchase Price (less the Deposit less any amounts due to Purchaser pursuant to Section 1.6 plus any amounts due to Seller pursuant to Section 1.6) by wire transfer of immediately available funds to the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledaccount or accounts designated by Seller; (b) an assignment and assumption A certified copy of each of the Retail Master Lease and the Retail Leaseback to and by the Constituent Documents of Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election); (c) Certificates of Good Standing of Purchaser, issued not earlier than ten (10) days prior to the Assignment and Assumption Agreement, duly executed Closing Date by the PurchaserSecretaries of State of Iowa and Delaware, as applicable; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property An incumbency and specimen signature certificate with respect to the officers of Purchaser (or its permitted assign(s)) free executing this Agreement and clear each of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser Ancillary Documents on behalf of Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly A closing certificate executed by the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, together with pursuant to which Purchaser represents and warrants to Seller that all of Purchaser's representations and warranties to Seller are true and correct in all respects as of the Closing Date as if then originally made (or, if any other additional such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed in all respects (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents or instruments required to effect, record or consummate such transfer be executed and delivered by Purchaser at the Closing have been executed by duly 14 50 authorized officers of each such PermitPurchaser; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii)An assignment and assumption agreement, by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l);form reasonably approved by Purchaser, duly executed by Purchaser, under which Purchaser assumes the Assumed Liabilities; and (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders Such other documents from Purchaser, as may reasonably be required in respect of order to effectuate the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities hereby and by the PurchaserPurchaser Ancillary Documents.

Purchaser’s Deliveries. At Prior to or before on the Closingdate hereof, Purchaser ----------------------- and Bluegate (as the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the Closingcase may be) delivered: (a) a A stock certificate executed on behalf representing the initial stock issuance of shares of Bluegate Common Stock pursuant to Section 1.3(a)(i) above; provided, however that this stock certificate was delivered into escrow with Bluegate to be held as security for the Purchaser representing and certifying that the conditions set forth indemnification obligations provided for in Section 6.2 have hereof and (to secure such obligations) Seller hereby grants to Purchaser and Bluegate a security interest in and a general lien upon the shares represented by such stock certificate as well as all other shares of Bluegate Common Stock to be issued pursuant hereto. Bluegate shall hold such stock certificate for one year after the date of this Agreement and shall release such stock certificate to Seller promptly thereafter provided that no event for indemnification under Section 6.2 hereof has then arisen, but if an event for indemnification under Section 6.2 hereof has arisen prior to the end of one year after the date of this Agreement, Bluegate shall continue to hold such stock certificate until the matter giving rise to indemnification under Section 6.2 hereof has been fulfilledfull resolved and (if necessary) adjudicated; (b) an assignment and assumption of the Retail Master Lease and the Retail Leaseback to and The Employment Agreements as contemplated by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election1.6(f); (c) A Registration Rights Agreement in the Assignment and Assumption form of Exhibit 1.7(d) hereto pursuant to which Bluegate grants to Seller "piggy back" registration rights with respect to the shares of Bluegate Common Stock being issued pursuant to this Agreement, duly executed by the Purchaser; (d) an assignment A copy of intangible property to transfer Purchaser's and Bluegate's charter documents and all amendments thereto as in effect as of the Purchased Assets which are intangible property to the Purchaser date hereof (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed certified by the appropriate state official) and a copy of Purchaser; (e) an assignment of each 's and Bluegate's other governing documents as amended as of the transferable Permits in favor date hereof (certified by an appropriate officer of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iiiBluegate); and (ie) Copies of all other documents which are required or which of the Sellers have reasonably requested before the Closing to give effect resolutions adopted by Purchaser's and Bluegate's boards of directors and, if necessary, stockholders relating to the transactions contemplated by this Agreement, including certified on the proper assumption date hereof to be complete and correct by appropriate officers of the Assumed Liabilities by the PurchaserPurchaser and Bluegate; and (f) The Acquisition Promissory Note.

Purchaser’s Deliveries. At or before the ClosingClosing on the Closing Date, subject to the terms and conditions set forth in this Agreement, Purchaser shall deliver or cause to be delivered make the following items deliveries to Seller and documents to the Sellers, with each such document to be effective as of the ClosingOwners: (a) a certificate executed on behalf Evidence of written authorization to Purchaser’s transfer agent to issue certificates representing the Purchaser representing and certifying that Merger Shares to the conditions set forth in Section 6.2 have been fulfilledOwners pursuant to this Agreement; (b) an assignment and assumption A certificate, dated as of the Retail Master Lease and the Retail Leaseback to and by the PurchaserClosing Date, duly executed by the President of Purchaser, certifying to resolutions of the Board of Directors and stockholders of Purchaser approving and authorizing the execution, delivery and performance by Purchaser of this Agreement and each of the agreements to be executed and delivered by Purchaser at the Closing and the consummation of the transactions contemplated hereby and thereby (unless together with an incumbency and signature certificate regarding the Sellers make the Section 2.2(bofficer(s) Electionsigning any document or instrument on behalf of Purchaser);. (c) A certificate, dated as of the Assignment and Assumption AgreementClosing Date, duly executed by the Purchaser;President of Merger Sub, certifying to resolutions of the Board of Directors and stockholder of Merger Sub approving and authorizing the execution, delivery and performance by Merger Sub of this Agreement and each of the agreements to be executed and delivered by Merger Sub at the Closing and the consummation of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing any document or instrument on behalf of Merger Sub). (d) an assignment A Certificate of intangible property to transfer Good Standing for Purchaser and each Subsidiary from the Purchased Assets which are intangible property secretary of state of the state of its organization, dated as of a date not earlier than 30 days prior to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserClosing Date; (e) an assignment of each A certificate, dated as of the transferable Permits in favor of the Purchaser or its designeeClosing Date, duly executed by the President of Purchaser, together to the effect that the representations and warranties made by Purchaser in this Agreement are true and correct in all material respects on and as of the Closing Date with any other additional documents the same effect as though such representations and warranties had been made on and as such date, and that Purchaser has performed and complied in all material respects with all of the terms, covenants and conditions set forth in this Agreement that are to be performed or instruments required to effect, record complied with by it before or consummate such transfer as of each such Permitthe Closing Date; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii)The Indemnification Agreements, duly executed by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Purchaser; (g) evidence that An opinion of Purchaser’s counsel substantially in the Purchaser has obtained the approval form of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required;Exhibit E; and (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all All other items or documents which are required reasonably necessary or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by appropriate under this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At On or before the ClosingClosing Date or such other date as provided for below, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each Vendor or such document to be effective as of the Closingother Party specified below: (a) a certificate executed on behalf satisfaction of the Purchase Price to the Vendor as contemplated by Section 2.07 by means of: (i) payment of all amounts owing under the Receiver’s Charge by wire transfer or certified funds to the Vendor; (ii) delivery of the Receiver Borrowing Certificates to the Vendor for cancellation; (iii) delivery of evidence, satisfactory to the Vendor, of the payment of or arrangements to pay or assume all Priority Claims; (iv) delivery of a release and waiver of the Debtors under the loan agreements and security relating to the Indebtedness in the aggregate amount equal to the amount of the Indebtedness owing from each Debtor other than SEC; (v) the Assignment and Assumption Agreement executed by the Purchaser representing or Designated Purchaser as applicable; and (vi) paying the relevant counterparties under the Assigned Contracts any amounts owing for Cure Costs and certifying that providing evidence of same to the conditions set forth in Section 6.2 have been fulfilledVendor; (b) an assignment and assumption the amount of all Taxes (including Transfer Taxes) payable in respect of the Retail Master Lease and the Retail Leaseback to and transaction contemplated by the Purchaser, duly executed this Agreement by the Purchaser (unless the Sellers make the Section 2.2(b) Election)way of certified cheque or bank draft drawn on a Schedule 1 Canadian chartered bank; (c) if available, the Assignment and Assumption Agreement, duly tax election as contemplated by Section 2.11(a) executed by the Purchaser; (d) an assignment of intangible property to transfer if available, the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)tax election as contemplated by Section 2.11(b) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser, if the information necessary to complete such election is available at the Closing Time; (e) an assignment of each of if available, the transferable Permits in favor tax election as contemplated by Section 2.11(c) executed by the Purchaser, if the information necessary to complete such election is available at the Closing Time (f) a certificate executed by the Purchaser confirming that the representations and warranties of the Purchaser in this Agreement are true and correct in all material respects as of the Closing Time and that the obligations of the Vendor to be performed prior to the Closing Time have been performed in all material respects; (g) if there are Designated Purchasers, then Agreements in the form set out in Schedule 2.10 from each such Designated Purchaser; (h) a bill of sale or its designeeLocal Sale Agreements, duly executed by the Purchaser, together with any other additional documents or instruments required to effectDesignated Purchasers, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)if necessary; and (i) all such other documents which are required or which the Sellers have as may be reasonably requested before by the Closing Vendor’s solicitors to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At or before Purchaser’s delivery to Title Company at Closing of the following, all documents to be executed originals, unless otherwise set forth below, and, if applicable, witnessed and properly acknowledged: (i) The Assignment and Assumption Agreement; (ii) A Purchaser closing statement in form and content satisfactory to Purchaser (the “Purchaser Closing Statement”) signed by Purchaser, which Purchaser Closing Statement may be transmitted via email as a PDF, and Seller shall be entitled to a copy of the executed Purchaser Closing Statement at Closing; (iii) A Tenant Notice Letter in the form attached hereto as Exhibit L executed by Xxxxxxxxx; (iv) A “Real Property Certificate of Value” form; (v) If applicable, the Assignment of Purchase and Sale Agreement in the form attached hereto as Exhibit O; (vi) The Holdback Escrow Agreement executed by Purchaser (which Purchaser shall deliver or also cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled; (b) an assignment and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) ElectionEscrow Agent); (cvii) the Assignment and Assumption Agreement, duly executed If required by the Title Company, evidence of the authority and the incumbency of any individuals to execute any instruments executed and delivered by Purchaser at Closing, together with a certificate of good standing of Purchaser; (dviii) an assignment of intangible property to All applicable real estate transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free tax forms and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)affidavits; and (iix) all other Such additional documents which are required or which and instruments appropriate to be executed and delivered by Purchaser as may be reasonably necessary to complete the Sellers have reasonably requested before transaction contemplated hereby and to carry out the Closing to give effect to the transactions contemplated by intent and purposes of this Agreement, including provided the proper assumption same are commercially reasonable and do not require disclosure of the Assumed Liabilities by the Purchaser.proprietary information. Purchase and Sale Agreement Des Xxxxx Corners

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause Subject to be delivered the following items and documents to the Sellers, with each such document to be effective as of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledthis Agreement, at or prior to the Closing, Purchaser shall deliver to the Seller and the Companies, as appropriate: (i) The Purchase Money Note; (bii) an assignment and assumption Evidence of delivery to the Escrow Agent of the Retail Master Lease Fuel Supply Escrow Promissory Note (as defined below); (iii) Evidence of delivery to the Escrow Agent of the Indemnity Escrow Promissory Note (as defined below); (iv) Evidence of delivery to the Escrow Agent of the Captive Escrow Promissory Note; (v) A certificate, dated as of the Closing Date, certifying as to (A) resolutions of the board of directors of the Purchaser approving the execution, delivery and performance of this Agreement and the Retail Leaseback to consummation of the transactions contemplated hereby, and by (B) the Purchaserincumbency and signatures of the officer(s) of the Purchaser executing this Agreement and any other certificate or document delivered in connection herewith, duly executed by the Purchaser (unless secretary of the Sellers make the Section 2.2(b) Election)Purchaser; (cvi) the Assignment The Fuel Supply and Assumption Captive Escrow Agreement, duly executed by the Purchaser; (dvii) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted EncumbrancesThe Indemnity Escrow Agreement, duly executed by the Purchaser; (eviii) an assignment Copies of each of the transferable Permits all consents, approvals, releases from and filings with Governmental Authorities required in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required order to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of effect the transactions contemplated by this Agreement, in each case except to the extent such approval requiredwaived by Purchaser (which waiver shall be deemed to have been given by the fact of Purchaser proceeding to Closing without having obtained any of the same); (hix) a letter from A certificate, dated as of the Closing Date, of the Purchaser certifying that each condition specified in Section 7.2(a) through (c) and (e) has been satisfied, duly executed by an officer or manager of the Purchaser; (x) The Warehouse Lease, dated as of the Closing Date and duly executed by the Purchaser; (xi) A certificate of insurance in its capacity as “Administrative Agent” (as defined in connection with the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)Warehouse Lease reasonably acceptable to Seller; and (ixii) all Such other documents which are separate instruments reasonably required or which by the Sellers have reasonably requested before Seller in connection with the Closing to give effect to consummation of the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserhereby.

Purchaser’s Deliveries. At On or before the ClosingClosing Date, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the ClosingSeller: (a) a certificate executed on behalf of the Purchaser representing The Assignment and certifying that the conditions set forth in Section 6.2 have been fulfilledAssumption Agreement; (b) an assignment Purchaser's acceptance of its appointment as of the close of business on the Closing Date as successor trustee or custodian, as applicable, of the XXX, Xxxxx Plan and Employee Pension Plan deposit accounts included in the Deposit Liabilities and its assumption of the Retail Master Lease and fiduciary obligations of the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)trustee or custodian with respect thereto; (c) To the Assignment extent applicable, the Lease Assignments and Assumption such other instruments and documents as any landlord under a Branch Lease or ATM Lease Agreement may reasonably require as necessary or desirable for providing for the assumption by Purchaser of such Branch Lease or ATM Lease Agreement, duly executed by as applicable, each such instrument and document in the Purchaserform and substance reasonably satisfactory to the parties hereto and dated as of the Closing Date; (d) an assignment An Officer's Certificate in substantially the form of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserExhibit I hereto; (e) an assignment An opinion of counsel of Purchaser and Enterprise, dated the Closing Date, in the form and substance reasonably satisfactory to Seller, to the effect that (i) each of Purchaser and Enterprise is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (ii) this Agreement has been duly and validly authorized, executed and delivered by each of Purchaser and Enterprise, and (assuming due authorization, execution and delivery by Seller and Fleet) is a legal, valid and binding obligation of each of Purchaser and Enterprise, enforceable against Purchaser and Enterprise in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors' rights, or the transferable Permits in favor limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies of the Purchaser waiver of rights or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permitremedies; (f) To the Closing Cash Payment pursuant to Section 2.4(b)(ii)extent applicable, by wire transfer the Purchaser's Letter of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Credit; (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to To the extent such approval requiredapplicable, the Collateral Agency Agreement and the Collateral Assignment Instruments; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)The SBA Consents; and (i) all Such other documents which as are required or which the Sellers have reasonably requested before the Closing necessary to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserhereby as Seller shall reasonably request.

Purchaser’s Deliveries. At On or before the ClosingClosing Date (unless otherwise expressly provided), the Purchaser shall deliver to Escrow Agent the following, duly executed by Purchaser or cause to any applicable Affiliate of Purchaser (as the case may be), and shall be delivered the following items and documents to the Sellers, with each such document dated to be effective as of the ClosingClosing Date: (a) a certificate executed on behalf Four (4) original counterparts of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledSeller Membership Interests Assignment; (b) an assignment A certificate representing (which representation shall be deemed a representation made pursuant to and assumption contained in Article V) that all of the Retail Master Lease representations and warranties of Purchaser set forth in Article V are true and correct in all material respects as of the Retail Leaseback to Closing Date, which certificate shall also restate and by remake in its entirety the Purchaser, duly executed by release and waiver set forth in Section 4.20 of this Agreement as of the Purchaser (unless the Sellers make the Section 2.2(b) Election)Closing Date; (c) Purchaser shall deliver to Escrow Agent the Assignment and Assumption Agreement, duly executed Unadjusted Gross Purchase Price less the amount of the unapplied Deposit then held by the PurchaserEscrow Agent; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property Purchaser shall deliver its counterpart to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserRestated Operating Agreement; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designeeSuch other and further documents, duly executed papers and instruments which are reasonably and customarily required by the PurchaserTitle Company, together which are reasonably acceptable to Purchaser and which are not inconsistent with any this Agreement or the other additional documents or instruments required to effect, record or consummate such transfer of each such Permit;Closing Documents; and (f) Any other document or instrument specifically required to be delivered by Purchaser under this Agreement. To the Closing Cash Payment extent the delivery of any of the items in Sections 8.2 or 8.3 are conditions precedent to the obligation of a party pursuant to Section 2.4(b)(ii)Sections 6.1 or 6.2, by wire transfer and the condition relating to any such item is not satisfied as of immediately available fundsClosing, but the party for whose benefit such unsatisfied condition is made elects, nonetheless, to one or more bank accounts designated in proceed to Closing, the direction delivered delivery of the item applicable to the unsatisfied condition shall not be required pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval provisions of its Board of Directors (Sections 8.2 or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser8.3.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall execute and deliver or cause to be delivered Seller at the following items and documents to the Sellers, with each such document to be effective as Closing all of the Closingfollowing: (a) a the Purchase Price to be paid at Closing as provided in Section 1.2, including the Promissory Note; provided however, the certificate executed on behalf representing the Common Stock (subject to Seller's obligation to deposit the stock certificate with the Escrow Agent pursuant to the terms of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledEscrow Agreement shall be delivered within 15 days of Closing); (b) an assignment and assumption evidence that Seller has been released from his guaranty obligations described in Section 3.2(b) of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Disclosure Schedule; (c) evidence that the Assignment and Assumption Agreement, duly executed by obligations described in Section 3.2(c) of the PurchaserDisclosure Schedule have been paid in full; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property incumbency certificate with respect to the officers of Purchaser (or its permitted assign(s)) free executing this Agreement, and clear any other document delivered under this Agreement, on behalf of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment a certified copy of each resolutions of Purchaser's board of directors, authorizing the transferable Permits in favor execution, delivery and performance of the Purchaser or its designeethis Agreement, duly executed by the Purchaser, together with and any other additional documents or instruments required to effect, record or consummate such transfer of each such Permitdocument delivered by Purchaser hereunder; (f) a closing certificate executed by a duly authorized officer of Purchaser, on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Cash Payment pursuant to Section 2.4(b)(iiDate as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by wire transfer the terms of immediately available fundsthis Agreement to be performed by Purchaser on or before the Closing Date, to one or more bank accounts designated the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the direction delivered pursuant to Section 7.2(l)Closing have been executed by duly authorized officers of Purchaser; (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Escrow Agreement, in each case to the extent such approval requiredsigned by Purchaser; (h) a letter from an employment agreement between Seller and Purchaser or an Affiliate of Purchaser, in its capacity the form of the Employment Agreement attached as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)Exhibit C; and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreementemployment agreements, including non-competition provisions with the proper assumption other employees of the Assumed Liabilities by Company listed on Section 3.2(i) of the PurchaserDisclosure Schedule.

Purchaser’s Deliveries. At or before One (1) Business Day prior to the ClosingClosing (unless otherwise provided in this Agreement, the including in Section 6.03(a)), Purchaser shall deliver execute (to the extent required) and deliver, or cause to be delivered delivered, to Seller or the Escrow Company as appropriate (provided that the failure to deliver more than one counterpart of each of the following items and documents to the Sellers, with each such document to shall not be effective as a breach of the Closing:this Agreement): (a) a certificate executed the Purchase Price required to be paid on behalf of the Purchaser representing and certifying that the conditions set forth in Closing Date pursuant to Section 6.2 have been fulfilled3.01; (b) an assignment and assumption four (4) original counterparts of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)General Assignment; (c) subject to Franchisor’s agreement, if any, to deliver manually signed counterparts of the Assignment and Assumption AgreementFranchise Consent Documents (to be held in escrow) in advance of Closing, duly two (2) originals of the fully executed by the PurchaserFranchise Consent Documents; (d) an assignment prior to Closing, two (2) originals of intangible property the Preliminary Closing Statement; (e) copies of such articles of organization or formation; resolutions; authorizations; certifications; or other agreements relating to transfer Purchaser as the Purchased Assets which are intangible property to the Title Company shall reasonably require in connection with this transaction; provided, however, in no event shall Purchaser (or its permitted assign(s)nominees or assignees) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments be required to effect, record or consummate such transfer deliver to Seller a copy of each such Permitits limited liability company agreement; (f) any required real estate transfer Tax declaration and all other instruments as are customarily executed by purchasers to effectuate the Closing Cash Payment pursuant conveyance of property similar to Section 2.4(b)(ii)the applicable Property imposed by any state, by wire transfer county or municipality, including any change of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)ownership statements required under Legal Requirements; (g) evidence that four (4) originals of the Purchaser has Purchaser’s Bring-Down Certificate; and (h) if obtained as provided in Section 14.01(r), two (2) originals of the approval Interim Beverage Services Agreement (for the avoidance of its Board doubt, delivery of Directors (or similar governing body) and of its equityholders in respect of an Interim Beverage Services Agreement shall not be a condition precedent to Seller’s obligation to close the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At On or before Closing, subject to the Closingterms and conditions of this Agreement, including those requiring prior execution and delivery, the Purchaser shall execute (where it is a party thereto) and shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective Seller’s Attorneys (who shall act as of the Closingescrow agent under the Escrow Agreement) the following: (a) a certificate executed on behalf the Balance in accordance with and subject to the provisions of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled3.2; (b) an assignment the Assignment and assumption Assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Hotel Contracts; (c) the Assignment and Assumption Agreement, duly executed an undertaking by the PurchaserPurchaser to re-adjust the Adjustments in accordance with Section 3.3; (d) an assignment assumption in favor of intangible property to transfer the Purchased Assets which are intangible property to Seller by the Purchaser of (and full indemnification by the Purchaser of the Seller from all Claims which arise or its permitted assign(s)accrue during, or relate to, the period after the Closing Date) free and clear in respect of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer Xxxx of each such PermitSale; (f) a certificate of an officer of the Purchaser (solely on behalf of the Purchaser and without personal liability) to the effect that the representations and warranties of the Purchaser set forth in Section 6.2, unless expressed to be true and correct only on a date prior to the Closing Cash Payment pursuant to Section 2.4(b)(ii)Date, by wire transfer of immediately available fundsare, to one or more bank accounts designated as at the Closing Date, true and correct in the direction delivered pursuant to Section 7.2(l)all material respects; (g) evidence that an agreement made by the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect favor of the transactions contemplated Seller providing for the indemnities by this Agreement, the Purchaser provided for in each case Section 6.5 in form reasonably acceptable to the extent such approval required;Seller and Purchaser and their respective counsel; and (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming confirmation that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption Seller retains ownership of the Assumed Liabilities by the Purchaser.Hotel Receivables;

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall ---------------------- deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as Triton Entities all of the Closingfollowing: (a1) a certificate the Closing Cash Payment, plus or minus, as applicable, any amounts required pursuant to the provisions of Section 2.4; ----------- (2) an instrument of assumption for the Assumed Liabilities (the "Instrument of Assumption"), in the form of Exhibit 9.2(b), -------------- duly executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledby Purchaser; (b3) an assignment and assumption the Instrument of the Retail Master Lease and the Retail Leaseback to and by the PurchaserConveyance, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Purchaser; (c4) the Assignment Real Property Lease Assignment, duly executed by Purchaser; (5) the Lease Agreement Assignment, duly executed by Purchaser; (6) the Collocation Agreement Assignment, duly executed by Purchaser; (7) the Reciprocal Agreement Assignment, duly executed by Purchaser; (8) a certificate executed by an executive officer of Purchaser, confirming the matters set forth in Sections 8.2 and Assumption 8.3; --------------------- (9) a certificate of the secretary of Purchaser attesting to (i) the organizational documents of Purchaser, (ii) the resolutions adopted by the general partner of Purchaser duly authorizing the execution, delivery and performance of this Agreement by Purchaser and the execution and delivery by Purchaser of all instruments and documents contemplated hereby, and (iii) the signatures of the officers or authorized representatives of Purchaser who have been authorized on behalf of Purchaser to execute and deliver this Agreement and any other agreement executed or to be executed in connection herewith; (10) a good standing certificate of Purchaser from the Secretary of State of Delaware; (11) the Tower Lease Agreement, duly executed by the Purchaser; (d12) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted EncumbrancesSite Agreements, duly executed by the Purchaser; (e13) an assignment of each of the transferable Permits in favor of the Purchaser or its designeeReal Property Lease Agreement, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f14) the Closing Cash Payment pursuant to Section 2.4(b)(ii)Site Acquisition Agreement, duly executed by wire transfer of immediately available fundsAmerican Tower, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)L.P.; (g15) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Build-to-Suit Agreement, in each case to the extent such approval requiredduly executed by American Tower, L.P.; (h16) a letter from an opinion of Purchaser's counsel, in its capacity as “Administrative Agent” a form reasonably acceptable to the parties hereto; (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated 17) any Contractual Consents obtained by Section 2.4(b)(iii)Purchaser; and (i18) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated Direction Letter, duly executed by this Agreement, including the proper assumption of the Assumed Liabilities by the PurchaserXxxxxxxxx.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall execute and deliver to the Shareholders, or cause to be executed and delivered the following items and documents to the SellersShareholders, with each such document to be effective as of the Closingfollowing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled; (b) an assignment and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election); (c) the Assignment and Assumption Agreement, duly executed by the Purchaser; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property 3.2.1 Payment to the Purchaser Shareholders of cash in an amount equal to the Base Purchase Price less the Aggregate Escrow Amount (or its permitted assign(s)such resulting amount, the “Closing Payment”) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by payable to the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), Shareholders by wire transfer of immediately available funds, funds to one or more bank accounts designated in writing by the direction Shareholders’ Representative; provided, however, that a portion of the Closing Payment may be paid to M&T Bank instead of the Shareholders as provided in Section 7.8. 3.2.2 A receipt for the Stock Certificates delivered to the Purchaser pursuant to Section 7.2(l);3.3.5. (g) evidence that 3.2.3 The Consulting Agreements executed by the Purchaser has obtained Surviving Corporation. 3.2.4 The Regular Escrow Amount and the approval of its Board of Directors (or similar governing body) Special Escrow Amount, to be delivered to the Escrow Agent, as well the Special Escrow Agreement and of its equityholders in respect of the transactions contemplated by this Regular Escrow Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities executed by the Purchaser. 3.2.5 The Warehouse Leases executed by the Purchaser. 3.2.6 The Articles of Merger executed by the Merger Sub. 3.2.7 The Certificate of Merger executed by the Merger Sub. 3.2.8 A certificate from the Secretary of the Purchaser in form reasonably satisfactory to the Shareholders’ Representative: (i) certifying the resolutions of the sole member of the Purchaser approving this Agreement and the other Transaction Documents; (ii) certifying a copy of the current Organizational Documents of the Purchaser; and (iii) certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the other Transaction Documents to which it is a party. The foregoing certificate shall also certify that the attached resolutions and Organizational Documents have not been rescinded, revoked, modified, or otherwise affected, and remain in full force and effect. 3.2.9 A certificate from the Secretary of the Merger Sub in form reasonably satisfactory to the Shareholders’ Representative: (i) certifying the resolutions from each of the board of directors and the shareholder of the Merger Sub approving this Agreement and the other Transaction Documents; (ii) certifying a copy of the current Organizational Documents of the Merger Sub; and (iii) certifying the names and signatures of the officers of the Merger Sub authorized to sign this Agreement and the other Transaction Documents to which it is a party. The foregoing certificate shall also certify that the attached resolutions and Organizational Documents have not been rescinded, revoked, modified, or otherwise affected, and remain in full force and effect. 3.2.10 Evidence that the Merger Sub has qualified to do business in the Commonwealth of Pennsylvania. 3.2.11 The Special Escrow Letter executed by the Purchaser. 3.2.12 The Escrow Condition Letter executed by the Purchaser and the Merger Sub.

Purchaser’s Deliveries. At Subject to the fulfillment or before waiver of the Closingconditions set forth in Sections 3.4(d) and 4.2, the Purchaser shall duly execute and/or deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as Stockholders' Committee all of the Closingfollowing: (a) a certificate executed on behalf the Estimated Cash Payment less the amounts, subject to the last sentence of Section 1.4, to be deposited with the Purchaser representing and certifying that Escrow Agent to fund the conditions set forth in Section 6.2 have been fulfilledEscrows; (b) an assignment a certified copy of Purchaser's Certificate of Incorporation and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)by-laws; (c) a certificate of good standing of Purchaser, issued not earlier than twenty (20) days prior to the Assignment and Assumption Agreement, duly executed Closing Date by the PurchaserSecretary of State of Delaware; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property incumbency and specimen signature certificate with respect to the officers of Purchaser (or its permitted assign(s)) free executing this Agreement, and clear any other document delivered hereunder, on behalf of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment a certified copy of each resolutions of Purchaser's board of directors, authorizing the transferable Permits in favor execution, delivery and 50 performance of the Purchaser or its designeethis Agreement, duly executed by the Purchaser, together with and any other additional documents or instruments required to effect, record or consummate such transfer of each such Permitdocument delivered by Purchaser hereunder; (f) a closing certificate executed by the President of Purchaser (or any other officer of Purchaser specifically authorized by Purchaser's board of directors to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to the Stockholders that Purchaser's representations and warranties to the Stockholders (i) in the case of any thereof that are expressly qualified by any materiality qualification, are true and correct, subject to such materiality qualification, and (ii) in the case of each other representation and warranty, such representation and warranty is true and correct in all material respects, in each case on and as of the Closing Cash Payment pursuant Date as though such representations and warranties were made on such date, except that any representations and warranties that are made as of a specified date shall be true as of such date (or, if any such representation or warranty shall fail to Section 2.4(b)(iisatisfy such standard in any respect, specifying the respect in which the standard is failed), that all covenants required by wire transfer of immediately available fundsthe terms hereof to be performed by Purchaser on or before the Closing Date, to one or more bank accounts designated the extent not waived by the Stockholders' Committee in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the direction Closing have been executed and delivered pursuant to Section 7.2(l);by duly authorized officers of Purchaser; and (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect without limitation by specific enumeration of the transactions contemplated by this Agreementforegoing, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are reasonably required or which from Purchaser to consummate the Sellers have reasonably requested before the Closing to give effect to the transactions transaction contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserhereby.

Purchaser’s Deliveries. At or Purchaser shall, at least one (1) Business Day before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as Escrow Agent all of the Closingfollowing: (a) a certificate Two (2) executed on behalf and acknowledged counterparts of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledeach Assignment of Ground Lease; (b) an assignment and assumption Two (2) executed counterparts of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)each General Assignment; (c) the Two (2) executed counterparts of each Assignment and Assumption Agreement, duly executed by the Purchaserof Leases; (d) an assignment Two (2) executed counterparts of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear each Xxxx of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserSale; (e) an assignment Two (2) executed originals of each assignment to Purchaser (to the extent assignable to Purchaser) of the transferable Permits in favor any tenant letter of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permitcredit; (f) An executed Settlement Statement reflecting the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)prorations and adjustments required hereunder; (g) evidence that Such evidence, certificates or documents as may be reasonably required by the Title Company relating to the status and capacity of Purchaser has obtained and the approval authority of its Board the person or persons who are executing the various documents on behalf of Directors (or similar governing body) and of its equityholders Purchaser in respect of connection with the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Two (2) executed counterparts of an acknowledgement, pursuant to the Settlement Agreement, that (i) the termination of the Amphitheatre SGI Lease will not violate the Sublease and (ii) Amphitheatre Seller will recognize Purchaser as its direct tenant, pursuant to that certain Nondisturbance and Attornment Agreement, dated July 9, 2003, between Amphitheatre Seller and Purchaser, in its capacity as “Administrative Agent” (as defined in upon the DIP Facility), confirming that same terms and conditions of the Sellers have been released from Sublease during the Obligations as contemplated by Section 2.4(b)(iii)time period between the termination of the Amphitheatre SGI Lease and the Closing Date; and (i) all other Any additional documents which are required or which the Sellers have reasonably requested before the Closing necessary to give effect to properly consummate the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At On or before the ClosingClosing Date, the Purchaser shall deliver to Sovereign (or cause in the case of subsection (i) below, to be delivered FNB and/or to Sovereign, as the following items and documents to the Sellers, with each such document to be effective as of the Closing:case may be): (a) a certificate executed on behalf of the Purchaser representing The Assignment and certifying that the conditions set forth in Section 6.2 have been fulfilledAssumption Agreement; (b) an assignment Purchaser's acceptance of its appointment as of the close of business on the Closing Date as successor trustee or custodian, as applicable, of the XXX, Xxxxx Plan and Employee Pension Plan deposit accounts included in the Deposit Liabilities and its assumption of the Retail Master Lease and fiduciary obligations of the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)trustee or custodian with respect thereto; (c) the Assignment and Assumption Agreement, duly executed by the Purchaser[Reserved]; (d) an assignment An Officer's Certificate in substantially the form of intangible property to transfer the Purchased Assets which are intangible property EXHIBIT N to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserFleet/Sovereign P&A Agreement; (e) an assignment An opinion of counsel of Purchaser and Independent, dated the Closing Date, in the form and substance reasonably satisfactory to Sovereign, to the effect that (i) each of Purchaser and Independent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (ii) this Agreement has been duly and validly authorized, executed and delivered by each of Purchaser and Independent, and (assuming due authorization, execution and delivery by Sovereign) is a legal, valid and binding obligation of each of Purchaser and Independent, enforceable against Purchaser and Independent in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors' rights, or the transferable Permits in favor limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the Purchaser waiver of rights or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permitremedies; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer The Purchaser's Letter of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Credit; (g) evidence that The Collateral Agency Agreement and the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval requiredCollateral Assignment Instruments; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)The SBA Consents; and (i) all Such other documents which as are required or which the Sellers have reasonably requested before the Closing necessary to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserhereby as Sovereign or FNB shall reasonably request.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, deposited with each such document to be effective as Escrow Agent all of the Closing(i) documents, each of which shall have been duly executed by Purchaser and acknowledged (if required), and (ii) other items, set forth in this Section 9.4, as follows: (a) a certificate executed on behalf of the The Purchase Price to be paid by Purchaser representing and certifying that the conditions set forth in pursuant to Section 6.2 have been fulfilled3.4; (b) an assignment and assumption A letter of direction to Escrow Agent directing Escrow Agent to disburse the Retail Master Lease and the Retail Leaseback Deposit to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Seller; (c) The Xxxx of Sale, Assignment and Assumption, the Assignment and Assumption of Management Agreement, duly executed and any other documents and instruments to be delivered by the Seller under Section 9.3 which require execution by Purchaser; (d) an assignment Evidence of intangible property the formation, organization, existence, good standing, qualification to transfer do business and authority of Purchaser and of the Purchased Assets which are intangible property authority of the persons executing documents on behalf of Purchaser, in form and substance reasonably acceptable to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserSeller; (e) an assignment of each of Such other documents and instruments as reasonably may be requested by Seller, or Escrow Agent or the transferable Permits Title Company, or required by law, in favor of order to consummate or better effectuate the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permittransaction contemplated in this Agreement; (f) the Closing Cash Payment pursuant A letter from Purchaser or its counsel addressed to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated Seller in the direction delivered pursuant to Section 7.2(l);form of Schedule 9.4(e) confirming that Purchaser is not acquiring the Property with the assets of an employee benefit plan as defined in ERISA; and (g) evidence that As applicable, the assignment and assumption of Management Agreement in form and substance reasonably acceptable to Seller and Purchaser, providing for the assumption by Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreementliabilities and obligations thereunder from and after the Closing Date, in each case to or the extent such approval required; (h) a letter from new management agreement between Manager and Purchaser, in its capacity as “Administrative Agent” (as defined in either case satisfying the DIP Facilityconditions of Section 8.2(e), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver ---------------------- or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as Triton Entities all of the Closingfollowing: (a) a certificate executed on behalf the Closing Cash Payment, plus or minus, as applicable, any amounts required pursuant to the provisions of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled;2.4; ----------- (b) an assignment and instrument of assumption for the Assumed Liabilities (the "Instrument of Assumption"), in the Retail Master Lease and the Retail Leaseback to and by the Purchaserform of Exhibit 9.2(b), duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)-------------- Purchaser; (c) the Assignment and Assumption AgreementInstrument of Conveyance, duly executed by the Purchaser; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted EncumbrancesReal Property Lease Assignment, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designeeLease Agreement Assignment, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii)Collocation Agreement Assignment, duly executed by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Purchaser; (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated Reciprocal Agreement Assignment, duly executed by this Agreement, in each case to the extent such approval requiredPurchaser; (h) a letter from certificate executed by an executive officer of Purchaser, confirming the matters set forth in its capacity as “Administrative Agent” Sections 8.2 and 8.3; -------------------- (as defined in i) a certificate of the DIP Facility)secretary of Purchaser attesting to (i) the organizational documents of Purchaser, confirming that (ii) the Sellers resolutions adopted by the general partner of Purchaser duly authorizing the execution, delivery and performance of this Agreement by Purchaser and the execution and delivery by Purchaser of all instruments and documents contemplated hereby, and (iii) the signatures of the officers or authorized representatives of Purchaser who have been released authorized on behalf of Purchaser to execute and deliver this Agreement and any other agreement executed or to be executed in connection herewith; (j) a good standing certificate of Purchaser from the Obligations as contemplated Secretary of State of Delaware; (k) the Tower Lease Agreement, duly executed by Section 2.4(b)(iii)Purchaser; (l) the Site Agreements, duly executed by Purchaser; (m) the Real Property Lease Agreement, duly executed by Purchaser; (n) the Site Acquisition Agreement, duly executed by American Tower, L.P.; (o) the Build-to-Suit Agreement, duly executed by American Tower, L.P.; (p) an opinion of Purchaser's counsel, in a form reasonably acceptable to the parties hereto; (q) any Contractual Consents obtained by Purchaser; and (ir) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated Direction Letter, duly executed by this Agreement, including the proper assumption of the Assumed Liabilities by the PurchaserXxxxxxxxx.

Purchaser’s Deliveries. At or before the Closing, Closing the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the ClosingVendor: (a) a certificate executed on behalf that portion of the Purchaser representing and certifying that Purchase Price referred to in paragraph 2.2 payable to the conditions set forth in Section 6.2 have been fulfilledVendor; (b) an assignment and assumption a statutory declaration of authorized officers of the Retail Master Lease Purchaser dated the Closing Date to the effect that the representations and the Retail Leaseback to and by the Purchaser, duly executed by warranties of the Purchaser (unless contained in this Agreement are true and correct and that the Sellers make covenants and agreements of the Section 2.2(b) Election)Purchaser to be performed on or before the Closing Date pursuant to the terms of this Agreement have been duly performed; (c) a certified copy of a resolution of the Assignment directors of the Purchaser authorizing the execution, delivery and Assumption Agreement, duly executed implementation of this Agreement and of all transactions contemplated hereby and of all documents to be delivered by the PurchaserPurchaser pursuant hereto; (d) an assignment the legal opinion of intangible property to transfer the Purchased Assets which are intangible property Purchaser’s Solicitor’s in a form reasonably satisfactory to the Purchaser (or its permitted assign(s)) free and clear of all EncumbrancesVendor’s Law Firm, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence stating that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) capacity to execute and of its equityholders in respect of deliver this Agreement and complete the transactions contemplated by this Agreementhereby, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers all necessary steps and corporate proceedings have been released from taken to permit the Obligations as contemplated purchase of the Interest by Section 2.4(b)(iii); and (i) the Purchaser under this Agreement and that this Agreement and all other documents which are agreements required or which the Sellers hereunder have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreementbeen duly and validly authorized, including the proper assumption of the Assumed Liabilities executed and delivered by the Purchaser.Purchaser in accordance with its terms, except as may be limited by laws of general application affecting the rights of creditors generally;

Purchaser’s Deliveries. At or before the Closing, the The Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the ClosingSeller: (ai) a certificate executed on behalf the Novation Agreements for each of the Purchaser representing and certifying that Trading Contracts for which the conditions set forth in Section 6.2 have Novation Condition has been fulfilled; (b) an assignment and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchasersatisfied, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Purchaser; (cii) the Assignment and Assumption Agreement, duly executed by the Purchaser; (diii) an assignment the Bxxx of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted EncumbrancesSale, duly executed by the Purchaser; (eiv) an assignment of each evidence of the transferable Permits in favor filing with respect to and/or receipt of all the Purchaser Required Consents; (v) the releases of Financial Assurances with respect to any Trading Contracts, or the agreement of the Purchaser Counterparty to do so, in either case obtained on or its designeeprior to the Closing Date pursuant to Section 2.8(b)(ii) and, to the extent applicable, for any Transferred Contract or Other Asset for which the Transfer Condition has been satisfied; (vi) a certificate duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer dated as of each such Permit; (f) the Closing Cash Payment pursuant to Date, in accordance with Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l6.1(e); (gvii) evidence that reasonably acceptable to the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect Seller of the transactions contemplated by this Agreement, in each case to Purchaser’s existence and good standing (as of a recent date) under the extent such approval requiredlaws of the State of Delaware; (hviii) a letter from copy, certified by an authorized officer of the Purchaser, in its capacity of the resolutions authorizing the execution and delivery of this Agreement and the Related Agreements and instruments attached as “Administrative Agent” (exhibits to this Agreement and to the Related Agreements, and the consummation of the Contemplated Transactions, together with a certificate by the Secretary of the Purchaser as defined in to the DIP Facility), confirming that incumbency of those officers authorized to execute and deliver this Agreement and the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)Related Agreements; and (iix) all such other documents which are customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to the Seller, as may be required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the PurchaserContemplated Transactions.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents Subject to the Sellers, with each such document to be effective as fulfillment or waiver of the Closing: (a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled7.2 of this Agreement, Purchaser shall execute and/or deliver to Sellers all of the following: (a) the Purchase Price; (b) an assignment a certified copy of Purchaser’s Certificate of Incorporation and assumption By-laws; Table of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election);Contents (c) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Assignment and Assumption Agreement, duly executed Closing Date by the PurchaserSecretary of State of Delaware; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property incumbency and specimen signature certificate with respect to the officers of Purchaser (or its permitted assign(s)) free executing this Agreement and clear Purchaser’s Ancillary Documents on behalf of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment a certified copy of each resolutions of Purchaser’s board of directors, authorizing the transferable Permits in favor execution, delivery and performance of the Purchaser or its designee, duly executed by the this Agreement and Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit’s Ancillary Documents; (f) a closing certificate executed by the President of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Sellers that Purchaser’s representations and warranties to Sellers are materially true and correct as of the Closing Cash Payment pursuant to Section 2.4(b)(iiDate as if then made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all material covenants required by wire transfer of immediately available fundsthe terms hereof to be performed by Purchaser on or before the Closing Date, to one or more bank accounts designated the extent not waived by Sellers in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the direction delivered pursuant to Section 7.2(l);Closing have been executed by duly authorized officers of Purchaser; and (g) evidence that without limitation by the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect specific enumeration of the transactions contemplated by this Agreementforegoing, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which from Purchaser to consummate the Sellers have reasonably requested before the Closing to give effect to the transactions transaction contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserhereby.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the ClosingSeller: (a) a certificate executed on behalf certificate, signed by an officer of Purchaser, certifying satisfaction of the Purchaser representing and certifying that the conditions set forth in condition at Section 6.2 have been fulfilled8.1 above; (b) an assignment and assumption confirmation of the Retail Master Lease and wire transfer to Seller of same-day funds in the Retail Leaseback to and by amount of the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Purchase Price; (c) the Assignment and Assumption Agreement, a duly executed by copy of the PurchaserTrade Name and Service Xxxx License Agreement; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, a duly executed by copy of the PurchaserBusiness Development Agreement; (e) an assignment of each a duly executed copy of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such PermitNon-Competition Agreement; (f) a duly executed copy of the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Insurance Agreement; (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect a duly executed copy of the transactions contemplated by this Stock Retention Agreement, in each case to the extent such approval if required; (h) a letter from certificate, signed by a duly authorized officer of Purchaser on behalf of Purchaser, certifying that Purchaser has no knowledge of any breach of, or inaccuracy in, any of the representations and warranties of Seller set forth in its capacity this Agreement, except as “Administrative Agent” set forth in such certificate (it being understood that upon delivery of such certificate, the contents thereof shall be deemed to be a representation and warranty of Purchaser); (i) assumption agreement, relating to the assumption by Purchaser of the Liabilities; (j) notarial deeds and/or such other transfer documents as defined in may be necessary to transfer to Purchaser the DIP Facility), confirming that Shares of certain of the Sellers have been released from Subsidiaries; (k) a duly executed copy of the Obligations as contemplated Non-Competition Agreement; (l) any other items required to be delivered by Section 2.4(b)(iii)Purchaser under the terms and provisions of this Agreement; and (im) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption any releases obtained of the Assumed Liabilities by the PurchaserParent Guarantees.

Purchaser’s Deliveries. At or before Purchaser’s delivery at Closing of the Closingfollowing, the Purchaser shall deliver or cause all documents to be executed originals, unless otherwise set forth below, and, if applicable, witnessed and properly acknowledged: (i) The Assignment and Assumption Agreements; (ii) The Closing Statement (signed by Purchaser), with a copy thereof to be delivered the following items and documents to the Sellers, with each such document which Closing Statement may be transmitted via PDF; (iii) A “Bring Down Certificate” substantially in the form attached hereto as Exhibit O-2 (the “Purchaser’s Bring Down Certificate”) certifying to be effective Seller that all of the Purchaser’s Representations remain true and correct in all material respects as of the Closing:Closing Date except as may be otherwise set forth therein. (aiv) a certificate A Tenant Notice Letter in the form attached hereto as Exhibit K executed on behalf of the by Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledwith respect to each Property; (bv) an assignment If applicable, the Assignment of Purchase and assumption Sale Agreement in the form attached hereto as Exhibit N, together with such supporting evidence of Purchaser’s compliance with the Retail Master Lease and the Retail Leaseback to and terms of Section 15.7 as is reasonably required by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Seller; (cvi) The Wendover Brownfields Assignment; (vii) Evidence of the Assignment authority and Assumption Agreementthe incumbency of any individuals to execute any instruments executed and delivered by Purchaser at Closing, duly executed by the together with a certificate of good standing of Purchaser; (dviii) an assignment of intangible property to All applicable real estate transfer tax forms and affidavits required in the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment local jurisdiction of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the PurchaserProperty, together with any other additional documents or instruments such certificates as are required to effectfor transfers of real property, record or consummate such transfer if any, in the local jurisdiction of each such Permit; (f) the Closing Cash Payment pursuant Property, including, with respect to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter exemption from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)withholding taxes for state tax purposes; and (iix) all other Such additional documents which are required or which and instruments appropriate to be executed and delivered by Purchaser as may be reasonably necessary to complete the Sellers have reasonably requested before transaction contemplated hereby and to carry out the Closing to give effect to the transactions contemplated by intent and purposes of this Agreement, including provided the proper assumption same are commercially reasonable and do not require disclosure of the Assumed Liabilities by the Purchaserproprietary information.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall ---------------------- deliver or cause to be delivered delivered, in form, substance and manner reasonably satisfactory to the Selling Parties, the following items and documents to the Sellers, with each such document to be effective as of the Closingitems: (a) a certificate executed on behalf deposit of $15,200,000 of the Purchaser representing and certifying that Purchase Price into the conditions set forth in Section 6.2 have been fulfilledPay Off Escrow; (b) an assignment and assumption deposit of $800,000 of the Retail Master Lease and Purchase Price into the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Adjustment Escrow; (c) the Assignment Warrants, executed by the Purchaser in favor of the Seller, in such denominations as the Seller shall request and Assumption dated as of the Closing Date; (d) the Warrant Registration Rights Agreement, duly executed by the Purchaser and dated as of the Closing Date; (e) a copy of the Certificate of Incorporation of the Purchaser, certified by the Secretary of State of the State of Delaware as of a date not earlier than ten (10) days before the Closing Date; (f) the bylaws of the Purchaser, certified by the Secretary of the Purchaser as of the Closing Date; (g) a copy of the Board Resolutions of the Purchaser, certified by the Secretary of the Purchaser as of the Closing Date; (h) a Corporate Good Standing Certificate and a Tax Certificate with respect to the Purchaser, dated as of a date not earlier than ten (10) days before the Closing Date; (i) the Call Option Agreement, executed by the Purchaser and dated as of the Closing Date; (j) the Put Option Agreements, executed by the Purchaser and dated as of the Closing Date; (k) the Pledge Agreement, executed by the Purchaser and dated as of the Closing Date; (l) the Consulting Agreements, executed by the New Company and dated as of the Closing Date; (m) the Employment Agreements, executed by the New Company and dated as of the Closing Date; (n) a written agreement as to allocation of Purchase Price pursuant to Section 1.10, executed by the Purchaser; (do) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (drawdown or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each funding of the transferable Permits in favor of Revolving Loan (as defined under the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(lLoan Documents); (gp) evidence that irrevocable letter of credit in the Purchaser has obtained amount of $3.1 million from a bank or other financial institution reasonably acceptable to Seller, securing the approval Purchaser's obligations under Section 1.5(a)(i) of its Board this Agreement; (q) the opinion of Directors (or similar governing body) counsel to the Purchaser, executed by such counsel and of its equityholders in respect dated as of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)Closing Date; and (ir) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser's Closing Certificate.

Purchaser’s Deliveries. At or before the Closing, the Purchaser and Parent shall deliver or cause to be delivered the following items Seller, duly executed and documents to the Sellers, with each such document to be effective as of the Closingacknowledged where required: (a) a certificate executed on behalf of the Purchaser representing The Assignment and certifying that the conditions set forth in Section 6.2 have been fulfilledAssumption Agreement; (b) an assignment The Lease Assignments and such other instruments and documents as any landlord under a Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of such Lease, each such instrument and document in the form and substance reasonably satisfactory to Seller and Purchaser and dated as of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Closing Date; (c) the Assignment and Assumption Agreement, duly executed by the PurchaserThe Shared Space Agreement Assignments; (d) an assignment Officer’s Certificates in substantially the form of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the PurchaserExhibit H; (e) an assignment An opinion of counsel of Purchaser and Parent, dated as of the Closing Date, in the form and substance reasonably satisfactory to Seller, to the effect that: (i) each of Purchaser and Parent is validly existing and in good standing under the transferable Permits in favor laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; (ii) each of Purchaser and Parent has duly and validly authorized, executed and delivered this Agreement; and (iii) assuming due authorization, execution and delivery by Seller, this Agreement constitutes Purchaser’s and Parent’s legal, valid and binding obligation, enforceable against Purchaser and Parent in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or its designeeother laws of general applicability relating to or affecting creditors’ rights, duly executed by or the Purchaserlimiting effect of rules of law governing specific performance, together with any equitable relief and other additional documents equitable remedies of the waiver of rights or instruments required to effect, record or consummate such transfer of each such Permitremedies; (f) Certified copy of the Closing Cash Payment pursuant to Section 2.4(b)(ii)resolutions adopted by Purchaser’s Board of Directors, by wire transfer of immediately available funds, to one or more bank accounts designated in approving the direction delivered pursuant to Section 7.2(l)Agreement and the transactions contemplated thereby; (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required;The SBA Consents; and (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all Such other documents which as are required or which the Sellers have reasonably requested before the Closing necessary to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaserhereby as Seller shall reasonably request.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver deliver, or cause to be delivered delivered, the following items and documents to the Sellers, with each such document to be effective as of the Closingfollowing: (ai) to the Exchange Agent, (A) the Aggregate Net Closing Cash Allocation Amount, (B) the duly executed Majority Shareholder Note issued to the Majority Shareholder and (C) stock certificates evidencing the Purchaser Shares issued in the name of each Minority Shareholder representing a number of Purchaser Shares equal to each such Minority Shareholder’s Equity Consideration Allocation (collectively, the “Exchange Fund”); (ii) to the Escrow Agent, the Escrow Amount, which shall be held in a separate account (the “Escrow Account”) under the terms of the Escrow Agreement, and the Adjustment Escrow Amount, which shall be held in a separate account (the “Adjustment Escrow Account”) under the terms of the Escrow Agreement and, in each case, shall be managed and paid out in accordance with and subject to the conditions of this Agreement and the Escrow Agreement; (iii) a counterpart of the Escrow Agreement duly executed by Purchaser and the Escrow Agent; (iv) a counterpart of the Shareholders Agreement, duly executed by each of Parent and Purchaser; (v) evidence reasonably satisfactory to the Company of the due and valid adoption of the Special Management Incentive Plan; and (vi) a certificate duly executed on behalf of Purchaser by an officer of Purchaser and containing the representation and warranty of Purchaser representing and certifying that the conditions set forth in Section 6.2 Sections 9.1 and 9.2 have been fulfilled; satisfied (b) an assignment and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the “Purchaser (unless the Sellers make the Section 2.2(b) ElectionClosing Certificate”); (c) the Assignment and Assumption Agreement, duly executed by the Purchaser; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser; (e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l); (g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required; (h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and (i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.

Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver ---------------------- or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the ClosingSeller: (a) a certificate general conveyance and assumption of liabilities agreement substantially in the form of Exhibit F duly executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilledby Purchaser; (b) an assignment the Purchase Price in the form and assumption of the Retail Master Lease manner provided for in Section 1.2 hereof and the Retail Leaseback payment to and Xxxxxx as contemplated by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election)Non-Competition Agreement; (c) the Assignment and Assumption Agreement, duly executed a certificate signed by the President of Purchaser, dated the Closing Date, substantially in the form of Exhibit J, confirming: (i) the truth and correctness of all of the representations and warranties of Purchaser contained in this Agreement as of the Closing Date and as of all times between the date hereof and the Closing Date; (ii) that all agreements and covenants of Purchaser required to have been complied with have been complied with; and (iii) that all necessary corporate action by Purchaser has been taken to authorize the consummation of the transactions contemplated by the Agreement; (d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed a certificate signed by the Secretary or other officer of Purchaser, dated the Closing Date, substantially in the form of Exhibit K, attaching the constating documents and by-laws of Purchaser, the corporate resolutions of Purchaser authorizing the execution, delivery and performance by Purchaser of this Agreement and the certificate of status of Purchaser; (e) an assignment the Escrow Agreement, substantially in the form of each of the transferable Permits in favor of the Purchaser or its designeeExhibit A, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit; (f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l)Non-Competition Agreement; (g) evidence that the Employment Agreements between Purchaser has obtained the approval and each of its Board Xxxxxx and Xxxxxxxxxx, substantially in form of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated Exhibit D, duly executed by this Agreement, in each case to the extent such approval requiredPurchaser; (h) a letter from Purchaser, all documents referred to in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii)1.5; and (i) all other documents which are required or which the Sellers have reasonably requested before an opinion of Purchaser's counsel, dated the Closing Date, in form and content reasonably acceptable to give effect to Seller, substantially in the transactions contemplated by this Agreement, including the proper assumption form of the Assumed Liabilities by the Purchaser.Exhibit L.