Common use of Real Estate Commission Clause in Contracts

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller agrees to pay at closing a real estate commission to Jakkx Xxxxxxxxxx, xxch commission to be in the amount of six percent (6%) of the purchase price payable hereunder. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVII shall survive the closing. EXECUTED on this the 12th day of August, 1998. SELLER: GREAT ATLANTIC PROPERTIES CORPORATION By: /s/ LOUIX X. XXXXXXX ---------------------------------------- Name: Louix X. Xxxxxxx, Xx. -------------------------------------- Its: President --------------------------------------- EXECUTED on this the 16th day of July, 1998. PURCHASER: /s/ GEORXX X. XXXXXX ------------------------------------------- Georxx X. Xxxxxx, Xxustee RECEIPT OF EARNXXX XXXEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO LAND TITLE OF DALLAS

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller agrees to pay at closing a real estate commission to Jakkx Xxxxxxxxxx, xxch commission to be in the amount of six percent (6%) of the purchase price payable hereunder. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVII shall survive the closing. POST-CLOSING OBLIGATIONS OF SELLER AND PURCHASER Seller and Purchaser hereby agree that following the closing hereunder Purchaser will (i) take over responsibility for the operation and maintenance of the existing campsites and recreational facilities currently located at each of the three resorts being sold to Purchaser hereunder, and (ii) assume responsibility for the performance of all of Seller's obligations under the outstanding membership contracts pertaining to these three resorts, except for Seller's obligation to provide its "Gold Card" members with access to resorts other than the three resorts being sold to Purchaser hereunder. Purchaser hereby warrants and represents that at all times following the closing the standard of operation and maintenance of the facilities at these three resorts shall never be lower than the standard of operation and maintenance that is in effect at these three resorts as of the date of this Contract, and Purchaser agrees to indemnify and hold harmless Seller from any loss incurred by Seller due to a breach of this warranty which is caused by Purchaser. At all times following closing hereunder, at Purchaser's election, (i) Purchaser shall be entitled to collect all of the dues that are payable by members of these three resorts except for that portion of such dues which is paid by "Gold Card" members in order to have access to other resorts in Seller's system, or (ii) Seller shall collect the dues that are payable by members of these three resorts and will remit to Purchaser on a regular and timely basis all of such dues except for that portion of the dues which is paid by "Gold Card" members in order to have access to other resorts in Seller's system; if Purchaser elects to have Seller collect the dues, then Purchaser will pay Seller a reasonable fee to cover the costs that will be incurred by Seller in collecting the dues, the exact amount of such fee to be mutually agreed upon by and between Seller and Purchaser. Purchaser further agrees that Purchaser will accept reservations for the use of the campsites at the Fox River Resort from any of Seller's system members provided that Purchaser is given the same advance written notice of any such reservation that Seller currently requires from its members. The obligations of Purchaser under this paragraph shall survive closing and shall continue in full force and effect (i) for a period of five (5) years thereafter with respect to the Jefferson and Cherokee Landing Resorts, and (ii) for Seller agrees to permit any existing Fox River Resort member (who is a member as of the date of closing hereunder) to become a "Gold Card" member of Seller provided that said member pays Seller the then required fees and executes Seller's "Gold Card" contract. Both Seller and Purchaser also agree to honor the usage rights of NACO Resort Club members. Seller hereby agrees that for a period of one (1) year following the date of closing hereunder, Seller will not hire any of the existing employees at the resorts being purchased by Purchaser hereunder to work at other resorts owned and operated by Seller. Within thirty (30) days after the closing hereunder, both Purchaser and Seller shall write a joint letter to all members of Jefferson Resort and Cherokee Landing Resort advising of the sale and giving these members the following options going forward: (i) for their membership to remain unchanged, (ii) to become a member of Seller's entire campground system, in which case the member must pay Seller the dues being charged by Seller for said system membership, or (iii) to become a member of both Seller's campground system and of the Jefferson or Cherokee Resort, in which case the member must pay Seller the dues being charged by Seller for the system membership and must pay Purchaser the dues being charged by Purchaser for membership at Jefferson or Cherokee. In order to secure performance of Purchaser's obligation to operate and maintain the facilities at the three resorts in accordance with the standards of operation and maintenance that are currently in effect, Purchaser shall deliver to Seller at closing three (3) irrevocable and unconditional letters of credit; the letter of credit for Fox River Resort shall be in the amount of $300,000, and the letters of credit for the Jefferson and Cherokee Landing Resorts shall each be in the amount of $100,000. The letters of credit must be issued by a national banking association or other financial institution satisfactory to Seller, must be payable directly to Seller and must expire no earlier than (i) five (5) years from the date of closing in the case of the letters of credit for the Jefferson and Cherokee Landing Resorts, and (ii) ten (10) years from the date of closing in the case of the letter of credit for the Fox River Resort, and must provide that the funds evidenced thereby will be disbursed to Seller upon presentation of a draft therefor and At closing, Seller and Purchaser shall enter into a license agreement (the "License") pursuant to which Seller will grant Purchaser a non-exclusive license to use the name "Thousand Trails" in connection with the promotion and operation of the campground facilities at the Fox River Resort. The License shall endure for a term of ten (10) years; provided, however, Purchaser shall have the option to extend such License for an additional ten (10) year period by delivering to Seller written notice thereof within the ninety (90) day period prior to the expiration of the original ten (10) year term. In return for the right to use the name "Thousand Trails" in connection with its operation of the campground facilities at Fox River Resort, Purchaser shall pay Seller throughout the term (including the additional term, if applicable) of the License annually in advance a fee of $30,000. The License shall be on the terms and conditions and in form and substance identical to the License Agreement attached hereto and made a part hereof for all purposes as Exhibit "D." Upon the expiration of the License, the existing members will be required by Seller to elect either (i) to be a member of Seller's entire campground system, in which case the member must pay Seller the dues being charged by Seller for system membership, (ii) to be a member of the Fox River Resort only, in which case the member must pay Purchaser the dues being charged by Purchaser for membership at that Resort, or (iii) to be a member both of Seller's entire campground system and of the Fox River Resort, in which case the member must pay Seller the dues being charged by Seller for system EXECUTED on this the 12th 2nd day of AugustMay, 1998. SELLER: GREAT ATLANTIC PROPERTIES CORPORATION By: /s/ LOUIX X. XXXXXXX ---------------------------------------- Name: Louix X. Xxxxxxx, Xx. -------------------------------------- Its: President --------------------------------------- EXECUTED on this the 16th day of July, 1998. PURCHASER: /s/ GEORXX X. XXXXXX ------------------------------------------- Georxx X. Xxxxxx, Xxustee RECEIPT OF EARNXXX XXXEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO LAND TITLE OF DALLAS1997.

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller agrees to pay at closing a real estate commission to Jakkx Xxxxxxxxxx, xxch commission to be in the amount of six three percent (63%) of the purchase price payable hereunderprice, such commission to be paid to Pirtxx Xxxl Estate Services. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVII XXVI shall survive the closing. EXECUTED on this the 12th 5th day of August, 1998. SELLER: GREAT ATLANTIC PROPERTIES CORPORATION By: /s/ LOUIX DAVIX X. XXXXXXX ---------------------------------------- Name: Louix XXXXXX ----------------------------------------- Davix X. Xxxxxxx, Xx. -------------------------------------- Its: President --------------------------------------- Xxxxxx /s/ JANE X. XXXXXX ----------------------------------------- Jane X. Xxxxxx EXECUTED on this the 16th 1st day of JulyAugust, 1998. PURCHASER: /s/ GEORXX X. XXXXXX ------------------------------------------- XXXXXX, XXQ. ----------------------------------------- Georxx X. Xxxxxx, Xxustee Xxq. RECEIPT OF EARNXXX XXXEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO LAND TITLE OF DALLAS

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller agrees to and Purchaser shall pay at closing a real estate commission to Jakkx XxxxxxxxxxCentury 21 Farixx Xxxlty ("Broker"), xxch such commission to be in the amount of six four percent (64%) of the purchase price payable hereunderhereunder and to be divided equally between Seller and Purchaser. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVII shall survive the closing. EXECUTED on this the 12th _________ day of AugustApril, 1998. SELLER: GREAT ATLANTIC PROPERTIES CORPORATION By: /s/ LOUIX X. XXXXXXX ---------------------------------------- Name: Louix X. Xxxxxxx, Xx. -------------------------------------- Its: President --------------------------------------- TERRX XXXXX 0-30-98 ----------------------------------------- TERRX XXXXX EXECUTED on this the 16th 27th day of JulyMarch, 1998. PURCHASER: /s/ GEORXX X. XXXXXX ------------------------------------------- Georxx ----------------------------------------- GEORXX X. XxxxxxXXXXXX, Xxustee XXUSTEE RECEIPT OF EARNXXX XXXEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO LAND TITLE OF DALLAS

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller agrees to pay at closing a real estate commission to Jakkx Xxxxxxxxxx, xxch commission to be in the amount of six percent (6%) of the purchase price payable hereunder. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, Buyer each represent and that Seller has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect warrant to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller other that Purchaser such representing party has not contracted or entered into any agreement with any real estate broker, agent, finder, finder or any other party in connection with this transaction, and that Purchaser neither party has not taken any action which would result in any real estate broker's’s, finder's, ’s or other fees or commissions being due or and payable to any other party with respect to the transaction contemplated hereby, except that: (i) Seller has contracted with Holiday Xxxxxxxx Xxxxxx, X.X. as its sales broker and will pay any sales commission due to said broker under a separate agreement, if, but only if, Closing occurs pursuant to this Agreement, and (ii) Buyer has contracted with Holiday Xxxxxxxx Xxxxxx, X.X. as its loan broker and will pay any loan brokerage commission due to said broker under a separate agreement. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, cost or expense (including reasonable attorneys' ’ fees) resulting to the other party by reason of a breach of the representation and warranty made by such party hereinin this Section 22. Notwithstanding anything Seller hereby indemnifies and agrees to the contrary contained hereindefend and hold harmless Buyer from any loss, the indemnities liability, damage, cost or expense (including reasonable attorneys’ fees) resulting to Buyer by reason of a breach of Seller’s obligation to pay any sales commission due to Holiday Xxxxxxxx Xxxxxx, X.X. as set forth in this Article XXVII Section 22. Buyer hereby indemnifies and agrees to defend and hold harmless Seller from any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) resulting to Seller by reason of a breach of Buyer’s obligation to pay any loan brokerage commission due to Holiday Xxxxxxxx Xxxxxx, X.X. as set forth in this Section 22. The provisions of this Section 22 shall survive the closing. EXECUTED on this the 12th day of August, 1998. SELLER: GREAT ATLANTIC PROPERTIES CORPORATION By: /s/ LOUIX X. XXXXXXX ---------------------------------------- Name: Louix X. Xxxxxxx, Xx. -------------------------------------- Its: President --------------------------------------- EXECUTED on this the 16th day of July, 1998. PURCHASER: /s/ GEORXX X. XXXXXX ------------------------------------------- Georxx X. Xxxxxx, Xxustee RECEIPT OF EARNXXX XXXEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO LAND TITLE OF DALLASClosing.

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller Purchaser agrees to pay at closing a real estate commission to Jakkx XxxxxxxxxxXxxxx Xxxxxxxxxxx of Xxxxx Xxxxx Realtors (“Purchaser Broker”), xxch such commission to be in the amount of six five (5%) percent of the purchase price payable hereunder, and Seller agrees to pay a real estate commission to Xxxxxx X. Xxxxx of Re-Max Associated Brokers, Inc. (“Seller Broker”), such commission to be in the amount of four percent (64%) of the purchase price payable hereunder. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party finder in connection with this transactiontransaction (other than Seller Broker), and that Seller has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transactiontransaction (other than Purchaser Broker), and that Purchaser has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVII XXVI shall survive the closing. EXECUTED on this the 12th day of August, 1998. SELLER: GREAT ATLANTIC PROPERTIES CORPORATION By: /s/ LOUIX X. XXXXXXX ---------------------------------------- Name: Louix X. Xxxxxxx, Xx. -------------------------------------- Its: President --------------------------------------- EXECUTED on this the 16th day of July, 1998. PURCHASER: /s/ GEORXX X. XXXXXX ------------------------------------------- Georxx X. Xxxxxx, Xxustee RECEIPT OF EARNXXX XXXEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO LAND TITLE OF DALLAS.

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller agrees to pay at closing a real estate commission to Jakkx Xxxxxxxxxx, xxch commission to be in the amount of six eight percent (68%) of the purchase price payable hereunder, such commission to be divided equally between Xxxxx Xxxxxxxxxxx of Xxxxx Xxxxx Realtors (“Purchaser Broker”) and Xxxxxx X. Xxxxx of Re-Max Associated Brokers, Inc. (“Seller Broker”) and to be paid in the manner set forth in the separate agreement by and between Seller, Purchaser Broker and Seller Broker. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party finder in connection with this transactiontransaction (other than Seller Broker), and that Seller has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transactiontransaction (other than Purchaser Broker), and that Purchaser has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVII XXVI shall survive the closing. EXECUTED on this the 12th day of AugustCONTRACT OF SALE - XXXXX XX AND SILVERLEAF RESORTS, 1998INC. SELLER: GREAT ATLANTIC PROPERTIES CORPORATION By: /s/ LOUIX X. XXXXXXX ---------------------------------------- Name: Louix X. Xxxxxxx, Xx. -------------------------------------- Its: President --------------------------------------- EXECUTED on this the 16th day of July, 1998. PURCHASER: /s/ GEORXX X. XXXXXX ------------------------------------------- Georxx X. Xxxxxx, Xxustee RECEIPT OF EARNXXX XXXEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO LAND TITLE OF DALLAS-- Page 18

Real Estate Commission. In Provided that the event that this Contract closes, but not otherwisesale hereunder does in fact close, Seller agrees shall pay a brokerage commission (i) equal to pay at closing a real estate commission to Jakkx Xxxxxxxxxx, xxch commission to be in the amount of six percent (6%) 2% of the purchase price payable hereunderto The Weitzman Group (“Weitzman”), as Seller’s agents, pursuant to a separate written agreement between Seller and Weitzman, and (ii) equal to 2% of the purchase price to Staubach Retail Services, Ltd. (“Staubach”), as Purchaser’s agents. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's’s, finder's’s, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any other agreement with any real estate broker, agent, finder, or any other party in connection with this transactiontransaction other than Staubach, and that Purchaser has not taken any other action which would result in any other real estate broker's’s, finder's’s, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each Seller hereby indemnifies and agrees to hold Purchaser harmless for any fees or commissions of Weitzman and Staubach. Additionally, each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' ’ fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVII XX shall survive the closing. EXECUTED on this the 12th nineteenth day of AugustJuly, 19982002. SELLER: GREAT ATLANTIC PROPERTIES CORPORATION TOLLROAD TEXAS LAND CO., L.P., a Texas limited partnership By: Tollway Land Company LLC , a Washington LLC , its General Partner By: /s/ LOUIX Xxxxxx X. XXXXXXX ---------------------------------------- Xxxxxxxx Name: Louix Xxxxxx X. XxxxxxxXxxxxxxx Its: Manager TOLLWAY 76, L.P., a Washington limited partnership By: RAM International GP, LLC , a Washington LLC , its General Partner By: /s/ Xxxxxxx X. Xxxxxxx Xx. -------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xx. Its: President --------------------------------------- Manager EXECUTED on this the 16th nineteenth day of July, 19982002. PURCHASERTHE XXXXX & WOLLENSKY RESTAURANT GROUP, INC., a Delaware corporation By: /s/ GEORXX Xxxxx X. XXXXXX ------------------------------------------- Georxx Xxxx Name: Xxxxx X. Xxxxxx, Xxustee Xxxx Its: President RECEIPT OF EARNXXX XXXEY XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO LAND REPUBLIC TITLE OF DALLASTEXAS, INC. Name: Its: Xxx 0, Xxxxx X xx Xxxxxxxx Addition, an addition to the City of Dallas, Collin County, Texas, according to the plat thereof recorded in Volume J, Page 599, Map Records, Collin County, Texas. x. Xxxxx & Wollensky – equipment that PURCHASER will keep after closing _ Bars & all bar equipment a. SELLER – equipment that SELLER will keep after closing

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller agrees to pay at closing a real estate commission to Jakkx XxxxxxxxxxDxxxx R. Chant Realtors (“Broker”), xxch commission to be in the amount of six percent (6%) of the purchase price payable hereundersuch commission being set forth in a separate agreement between Seller and Broker. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's’s, finder's’s, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any other real estate broker's’s, finder's’s, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' ’ fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVII XXV shall survive the closing. EXECUTED on this the 12th 8th day of AugustJune, 19982005. SELLER: GREAT ATLANTIC PROPERTIES CORPORATION SILVERLEAF RESORTS, INC., a Texas corporation By: /s/ LOUIX /S/ HXXXX X. XXXXXXX ---------------------------------------- XXXXX, XX. Name: Louix Hxxxx X. XxxxxxxXxxxx, Xx. -------------------------------------- Its: President --------------------------------------- CFO EXECUTED on this the 16th 8th day of JulyJune, 1998. PURCHASER: /s/ GEORXX X. XXXXXX ------------------------------------------- Georxx X. Xxxxxx, Xxustee RECEIPT OF EARNXXX XXXEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO LAND TITLE OF DALLAS2005.

Real Estate Commission. In Staubach Retail Services Southwest, Ltd. (“Staubach”)represents both Seller and Purchaser. Provided that the event that this Contract closes, but not otherwisesale hereunder does in fact close, Seller agrees to shall pay at closing a real estate brokerage commission to Jakkx Xxxxxxxxxx, xxch commission to be in the amount of six percent (6%) of the purchase price price, which represents the total commission payable hereunderby Seller and Purchaser with regard to this transaction. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's’s, finder's’s, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transactiontransaction other than Staubach, and that Purchaser has not taken any other action which would result in any real estate broker's’s, finder's’s, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby, except as set forth in the second sentence above. Each Seller hereby indemnifies and agrees to hold Purchaser harmless for any fees or commissions of Staubach, as set forth in the second sentence hereof. Additionally, each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' ’ fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVII XIX shall survive the closing. EXECUTED on this the 12th 26th day of AugustFebruary, 19982007. SELLER: GREAT ATLANTIC PROPERTIES CORPORATION DALLAS S&W, L.P., a Texas limited partnership By: S&W of Dallas LLC, a Delaware limited liability company, its General Partner By: /s/ LOUIX X. XXXXXXX ---------------------------------------- XXXXXX XXXXXX Name: Louix X. Xxxxxxx, Xx. -------------------------------------- Xxxxxx Xxxxxx Its: President --------------------------------------- EXECUTED on this the 16th 24th day of JulyFebruary, 19982007. PURCHASER: Relentless Properties, LLC By: /s/ GEORXX XXXXXXXX X. XXXXXX ------------------------------------------- Georxx XXXXXXX Name: Xxxxxxxx X. Xxxxxx, Xxustee Xxxxxxx Its: Agent RECEIPT OF EARNXXX XXXEY XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO LAND REPUBLIC TITLE OF DALLASTEXAS, INC. Name: Its: Xxx 0, Xxxxx X xx Xxxxxxxx Addition, an addition to the City of Dallas, Collin County, Texas, according to the plat thereof recorded in Volume J, Page 599, Map Records, Collin County, Texas.

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller agrees to pay at closing a real estate commission to Jakkx Xxxxxxxxxx, xxch commission to be in the amount of six percent (6%) of the purchase price payable hereunder. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party finder in connection with this transactiontransaction except for a possible claim by Xxxxxx Xxxxxxx Realty for which Seller shall be responsible, and that Seller has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVII XXVIII shall survive the closing. EXECUTED on this the 12th 12 day of AugustFebruary, 19982004. SELLER: GREAT ATLANTIC PROPERTIES CORPORATION XXXX, INC., a Florida corporation By: /s/ LOUIX XXXXXX X. XXXXXXX ---------------------------------------- BOSS ------------------------------- Name: Louix Xxxxxx X. Xxxxxxx, Xx. -------------------------------------- ItsBoss ----------------------------- Title: President --------------------------------------- ---------------------------- EXECUTED on this the 16th 11 day of JulyFebruary, 19982004. PURCHASER: SILVERLEAF RESORTS, INC. By: /s/ GEORXX XXXXXX X. XXXXXX ------------------------------------------- Georxx XXXX ------------------------------- Name: Xxxxxx X. Xxxxxx, Xxustee Xxxx ----------------------------- Title: CEO ---------------------------- RECEIPT OF EARNXXX XXXEY XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO LAND FIRST AMERICAN TITLE OF DALLASINSURANCE COMPANY By:_______________________________ Name:_____________________________ Title:____________________________ List of Exhibits: