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

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.19 (and the amendment of the Arbours of Hermitage Property has informed Purchaser that Seller’s (or Seller’s affiliates’) partnership or other organizational documents in connection with the sale of the Arbours of Hermitage Property pursuant to this Contracttherewith), the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”a) pursuant to Rule 14(c) of the Securities Exchange Act of 1934from Seller’s partners, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller’s (Aor Seller’s affiliates’) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurredas required by law; and 8.2.6 8.2.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.18 (and the amendment of the Arbours of Hermitage Property has informed Purchaser that Seller’s (or Seller’s affiliates’) partnership or other organizational documents in connection with the sale of the Arbours of Hermitage Property pursuant to this Contracttherewith), the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”a) pursuant to Rule 14(c) of the Securities Exchange Act of 1934from Seller’s partners, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller’s (Aor Seller’s affiliates’) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurredas required by law; and 8.2.6 8.2.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any If Seller pursuant is unable to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply close with respect to the Property(ies) identified conveyance of the Property under this Contract as a result of a failure to meet the conditions in such termination noticeSection 8.2.4, Purchaser shall be entitled to a return of Purchaser's Deposit.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant are subject to the terms and conditions hereof shall have been delivered; 8.2.2 Each satisfaction at or prior to the Closing, or waiver in writing by Seller, of the representationsfollowing conditions: (a) All representations and warranties of Buyer contained in this Agreement, warranties and covenants of Purchaser contained herein to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date; 8.2.3 Purchaser ; and Buyer shall have complied with, fulfilled performed and performed satisfied in all material respects each of the covenants, terms all covenants and conditions agreements required to be complied performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the purchase and sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Agreement. (c) All consents and approvals required of any third party or declare illegalGovernmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, invalid except consents and approvals of assignments by Governmental Authorities or nonbinding any third parties that are customarily obtained after Closing, shall have been received or waived in writing, or the necessary waiting period shall have expired, or early termination of the covenants waiting period shall have been granted. (d) If requested by Seller, Buyer shall have provided Seller evidence satisfactory to Seller that Buyer, as of Closing (i) is qualified to do business and to own the Assets in all jurisdictions in which the Assets are located and (ii) has posted all bonds required by any Governmental Authority or other body to own and operate the Assets. (e) Seller shall have entered into the amendment to that certain letter agreement dated January 19, 2010 and exhibits thereto among Seller, True Oil LLC and Samson Resources Company in the form attached hereto as Exhibit “E”. (f) The aggregate adjustments to the Base Purchase Price attributable to Title Defects, Casualty Defects and Open Defects shall not have exceeded the Termination Threshold. (g) Buyer shall have performed its obligations of the Purchaser. If any of the foregoing conditions set forth in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Section 10.5. (h) Seller may (a) waive any of the foregoing conditions and proceed to Closing on shall have executed the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies Settlement Statement defined under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice10.3.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.18 (and the amendment of the Arbours of Hermitage Property has informed Purchaser that Seller’s (or Seller’s affiliates’) partnership or other organizational documents in connection with the sale of the Arbours of Hermitage Property pursuant to this Contracttherewith), the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”a) pursuant to Rule 14(c) of the Securities Exchange Act of 1934from Seller’s partners, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller’s (Aor Seller’s affiliates’) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurredas required by law; and 8.2.6 8.2.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; 8.2.6 The Loan Assumption and Release shall have occurred. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each The following conditions are conditions precedent to Seller’s obligation to close sell the Property: (a) The approval of the applicable committee of Seller (the “Committee”), which approval Buyer acknowledges Seller will seek on or prior to October 10, 2008 (but, in any event after the Approval Date has passed and Buyer has failed to exercise its right of termination of this Agreement under Section 4). Seller makes no representation with regard to the likelihood of approval of this Agreement or the transaction contemplated herein by its Committee. Promptly after the Committee has made its determination with respect to conveyance this Agreement, Seller shall send Buyer written notice (the “Committee Notice”) stating whether or not the Committee has approved this Agreement and the transaction contemplated herein. If for any reason Seller’s Committee disapproves this Agreement or the transaction contemplated herein, this Agreement shall terminate, the Title Company shall return the Deposit to Buyer, Seller shall reimburse Buyer upon demand all Transaction Costs of its Property under this Contract Buyer incurred prior to the date of such determination in an amount not to exceed $150,000 and neither party shall be subject have any further obligations or rights hereunder. In the event that Buyer has not received a Committee Notice as of 5:00 p.m., Central Standard Time, on October 10, 2008, Buyer shall have the option to and conditioned upon either (i) extend the fulfillment time for receipt of the following conditions precedent: 8.2.1 All Committee Notice until 5:00 p.m., Central Standard Time, on October 17, 2008, or (ii) terminate this Agreement by written notice to Seller, in which event the Title Company shall return the Deposit to Buyer, Seller shall reimburse Buyer upon demand all Transaction Costs of Buyer incurred prior to the date of such determination in an amount not to exceed $150,000, and neither party shall have any further obligations or rights hereunder. If Buyer elects to extend the time for receipt of the documents and funds required to be delivered by Purchaser to Seller at the Closing Committee Notice pursuant to clause (i) of the preceding sentence and the Committee Notice is still not received as of 5:00 p.m., Central Standard Time, on October 17, 2008, then this Agreement shall terminate upon the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true set forth in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission clause (the “SEC”) pursuant to Rule 14(cii) of the Securities Exchange Act preceding sentence. (b) Buyer shall not be in default under this Agreement. In the event that the conditions set forth above in this Section 7 are not satisfied (and Seller is not otherwise in default of 1934this Agreement), as amended (the “Information Statement”) and Seller may elect, at its sole discretion, to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC terminate this Agreement or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the waive satisfaction of the SEC condition and close escrow. In the SEC has confirmed that it has no further comments event Seller so elects to terminate this Agreement and Buyer is not in default hereunder, the Deposit shall be returned to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeBuyer.

Seller’s Conditions to Closing. Without limiting any The obligation of Seller to consummate the transactions provided for hereby is subject to the satisfaction (or waiver by Seller) as of the rights Closing of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedentconditions: 8.2.1 All (a) The representations and warranties of the documents Buyer made in Article 4 disregarding all qualifications and funds required exceptions relating to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each materiality, material adverse effect or words of the representationssimilar import, warranties and covenants of Purchaser contained herein shall be true and correct at and as of the date hereof and at and as of the Closing Date as if made on such date (except for such representations and warranties made as of a specified date, which shall be true and correct only as of such specified date), with only such exceptions as would not, individually or in the aggregate, have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby or by the Collateral Agreements. (b) Buyer shall have performed, satisfied, or complied in all material respects as with all agreements, obligations and covenants required by this Agreement to be performed, satisfied or complied with by Buyer by the time of the Closing Date;Closing. 8.2.3 Purchaser (c) Buyer shall have complied with, fulfilled delivered to Seller a certificate of Buyer dated the Closing Date and performed in all material respects signed by an authorized officer of Buyer to the effect that each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that specified above in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”Sections 2.3(a) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (Ab) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or satisfied. (yd) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments No Proceeding by any Governmental Authority shall have been addressed instituted that seeks to enjoin or prohibit the satisfaction of transactions contemplated hereby or by the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 Collateral Agreements. There shall not be any pending litigation which, if adversely determined, would restrain Applicable Law or Judgment that makes the consummation of any purchase and sale of the transactions Business or the Included Assets contemplated by this Contract hereby illegal or declare illegalotherwise prohibited. (e) The waiting period under the HSR Act or any similar foreign Applicable Law shall have expired or been terminated and any other consent, invalid authorization, order, approval, declaration and filing required under any other Applicable Law shall have been made or nonbinding any obtained. (f) Buyer and/or its designated Affiliates shall have executed and delivered to Seller and its applicable Affiliates each of the covenants or obligations of Collateral Agreements to which Buyer and its designated Affiliates are a party, and Seller shall have received the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 other agreements, instruments and documents to a Seller’s obligation be delivered to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies it under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice2.1(a).

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Neither Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Sellernor Purchaser's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It members shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received debtor in any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expiredbankruptcy proceeding; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property Seller shall have occurredreceived all SEC/Partnership Approvals; and 8.2.6 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation 's obligations to close with respect to the conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or Date, (b) terminate this Contract with respect to its PropertyContract, and, or (c) if such failure constitutes a default by Purchaser, exercise any of its remedies under pursuant to Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract for failure of the condition set forth in Section 8.2.5, Purchaser shall be entitled to a return of its Deposit and to recover its direct and actual out-of-pocket expenses and costs which must be documented by paid invoices to third parties in connection with respect this transaction, including any costs incurred by Purchaser to obtain or maintain its Loan Commitment and/or any interest rate lock with Selected Lender after expiration of the SEC Clearance Period; provided, however, in no event shall such damages exceed $300,000.00 in the aggregate. If Seller terminates the Contract for failure of any condition set forth in this Section 8.28.2 (other than Section 8.2.5) the preceding sentence shall not apply. Purchaser further agrees that at Seller's request it shall promptly deliver to Seller a quitclaim assignment of all of Purchaser's right, then title and interest in and to (together with possession of) all plans, studies, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Seller pursuant this Section. The parties expressly acknowledge that Seller also has a termination right under Section 4.7.6 and if Seller terminates this Contract under Section 4.7.6, Purchaser may recover its direct and actual out-of-pocket expenses and costs, which damages shall not exceed $50,000 in the aggregate, and such damages must be documented by paid invoices to third parties in connection with this transaction in accordance with the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice4.7.6.

Seller’s Conditions to Closing. Without limiting any The obligations of Sellers at the Closing are subject to the satisfaction at or prior to the Closing, or waiver in writing by Sellers, of the rights following conditions: (a) All representations and warranties of any Seller elsewhere provided for Buyer contained in this ContractAgreement, each Seller’s obligation to close the extent qualified with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representationsmateriality, warranties and covenants of Purchaser contained herein shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date; 8.2.3 Purchaser ; and Buyer shall have complied with, fulfilled performed and performed satisfied in all material respects each of the covenants, terms all covenants and conditions agreements required to be complied performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the purchase and sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Agreement. (c) All material consents and approvals required of any third party or declare illegalGovernmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein shall have been received or waived in writing. (d) Buyer shall have provided Sellers evidence satisfactory to Sellers that Buyer, invalid or nonbinding any as of Closing (i) is qualified to do business and to own and operate the covenants or obligations of Assets in all jurisdictions in which the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract Assets are not met, such Seller may located and (aii) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract has posted all bonds required by any Seller pursuant Governmental Authority or other body to this Section 8.2 own and operate the Assets. (e) All Governmental Authorities shall be exercised by written notice have delivered releases to Sellers releasing them from Sellers’ Representative to Purchaser by 12:00 p.m. all financial security requirements associated with all the Assets, specifically including the Surety Bonds identified on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect Schedule 5.17. (f) The aggregate adjustments to the Property(iesBase Purchase Price attributable to Title Defects, Environmental Defects and Casualty Defects shall not have exceeded the threshold set forth in Section 7.6 above. (g) identified Buyer shall have performed its obligations set forth in such termination noticeSection 10.5.

Seller’s Conditions to Closing. Without limiting any The obligation of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of consummate the transactions contemplated by this Contract Agreement is, unless waived by Seller, subject to the fulfillment, on or declare illegalbefore the Closing, invalid or nonbinding any of each of the covenants following conditions: (a) No injunction or obligations of the Purchaser. If any of the foregoing conditions restraining order shall be in Sections 8.2.1 through 8.2.6 effect which prohibits, restricts or enjoins, and no suit, action or proceeding shall be pending which seeks to a Seller’s obligation to close prohibit, restrict, enjoin, nullify, seek material damages with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any or otherwise materially adversely affect the consummation of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or transactions contemplated hereby; (b) terminate All covenants of each member of the Purchasing Group under this Contract with respect Agreement to its Propertybe performed prior to the Closing shall have been performed in all material respects, andexcept to the extent attributable to actions expressly permitted or consented to by Seller in writing; (c) Seller shall have received a certificate, if such failure constitutes a default executed by each of the President and Secretary of Purchaser, exercise Lori and ARTRA, and each of the Managers, Franco, Harvey anx Xxrner (xxxxctive as of the Closing), and xx xxxx xxx xontenx xxxxonably acceptable to Seller, certifying the truth and accuracy of the representations and warranties of each contained herein; (d) Seller shall have received from Purchaser, Lori and ARTRA a certificate from the Department of State of xxx state of incorporation of each to the effect that each of Purchaser, Lori and ARTRA are in good standing in such state; (x) The Bankruptcy Court Approval Order shall have been entered; all material statutory requirements for the valid consummation by Purchaser of the transactions herein described shall have been fully and timely satisfied; all material authorizations, approvals or waivers of any federal or state regulatory body shall have been obtained in order to permit consummation by Purchaser of the transactions herein described, and/or to permit Purchaser to assume the Business at the Closing; and no action or proceeding to suspend, revoke, cancel, terminate, modify or alter any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 such authorizations, approvals or waivers shall be exercised pending or threatened; (f) Seller shall have received all certificates, instruments, agreements and other documents to be delivered by written notice from Sellers’ Representative to Purchaser each member of the Purchasing Group at or before Closing as provided in this Agreement and a certificate signed individually or by 12:00 p.m. on an officer of each member of the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2Purchasing Group, then as the provisions of Section 13.33 shall apply case may be, confirming the matters set forth in paragraphs (a), (b) and (e) (other than with respect to the Property(iesBankruptcy Court Approval Order) identified above; (g) [Intentionally Omitted] (h) The Purchasing Group shall tender to Seller the Closing Payment, after taking into account any mutually agreed upon Closing Adjustments, in such termination noticeimmediately available funds by federal funds check or certified check or bank wire to an account designated by Seller; and (i) Seller shall have received all the documentation required to be delivered to it pursuant to the provisions of this Agreement, in form and content reasonably satisfactory to Seller and its Counsel.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant are subject to the terms and conditions hereof shall have been delivered; 8.2.2 Each satisfaction at or prior to the Closing, or waiver in writing by Seller, of the representationsfollowing conditions: (a) All representations and warranties of Buyer contained in this Agreement, warranties and covenants of Purchaser contained herein to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date; 8.2.3 Purchaser ; and Buyer shall have complied with, fulfilled performed and performed satisfied in all material respects each of the covenants, terms all covenants and conditions agreements required to be complied performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the purchase and sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Agreement. (c) All material consents and approvals required of any third party or declare illegalGovernmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, invalid except consents and approvals of assignments by Governmental Authorities or nonbinding any third parties that are customarily obtained after Closing, shall have been received or waived in writing, or the necessary waiting period shall have expired, or early termination of the covenants or obligations waiting period shall have been granted. (d) If requested by Seller, Buyer shall have provided Seller evidence satisfactory to Seller that Buyer, as of Closing (i) is qualified to do business and to own the Purchaser. If any of Assets in all jurisdictions in which the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract Assets are not met, such Seller may located and (aii) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract has posted all bonds required by any Seller pursuant Governmental Authority or other body to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on own and operate the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect Assets. (e) The aggregate adjustments to the Property(iesBase Purchase Price attributable to Title Defects, Environmental Defects and Casualty Defects shall not have exceeded the Termination Threshold. (f) identified Buyer shall have performed its obligations set forth in such termination noticeSection 10.5.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant are subject to the terms and conditions hereof shall have been delivered; 8.2.2 Each satisfaction at or prior to the Closing, or waiver in writing by Seller, of the representationsfollowing conditions: (a) All representations and warranties of Buyer contained in this Agreement, warranties and covenants of Purchaser contained herein to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date; 8.2.3 Purchaser ; and Buyer shall have complied with, fulfilled performed and performed satisfied in all material respects each all covenants and agreements required to be performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third Person shall be pending, nor shall any order have been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, the purchase and sale contemplated by this Agreement. (c) All material consents and approvals required of any Governmental Authority in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, except consents and approvals of assignments by Governmental Authorities that are customarily obtained after Closing, shall have been received or waived in writing, or the necessary waiting period shall have expired, or early termination of the covenantswaiting period shall have been granted. (d) Buyer shall have provided Seller evidence that Buyer, terms as of Closing (i) is qualified to do business and conditions to be complied withown and, fulfilled if applicable, operate the Assets in all jurisdictions in which the Assets are located and (ii) has posted all bonds required by any Governmental Authority or performed other body to own and operate the Assets. (e) The aggregate sum of (i) the Title Defect amounts (such amounts being the amounts agreed upon by Purchaser hereunder; 8.2.4 The Seller the Parties (or, with respect to all amounts for which the Parties do not agree, such amounts being equal to fifty percent (50%) of the Arbours sum of Hermitage Property has informed Purchaser that in connection Seller’s reasonable good faith estimate of such amounts plus Buyer’s reasonable good faith estimate of such amounts)) for all Title Defects timely and properly asserted pursuant to Section 7.1, (ii) the Environmental Defect amounts (such amounts being the amounts agreed upon by the Parties (or, with respect to all amounts for which the sale Parties do not agree, such amounts being equal to fifty percent (50%) of the Arbours sum of Hermitage Property Seller’s reasonable good faith estimate of such amounts plus Buyer’s reasonable good faith estimate of such amounts)) for all Environmental Defects timely and properly asserted pursuant to this ContractArticle 8 and (iii) the Casualty Defect amounts (such amounts being the amounts agreed upon by the Parties (or, with respect to all amounts for which the Seller Parties do not agree, such amounts being equal to fifty percent (50%) of the Arbours sum of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”Seller’s reasonable good faith estimate of such amounts plus Buyer’s reasonable good faith estimate of such amounts)) pursuant to Rule 14(cArticle 17, shall not have exceeded the Termination Threshold. (f) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property Buyer shall have occurred; and 8.2.6 There shall not performed, or be any pending litigation whichready, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or willing and able to perform its obligations of the Purchaser. If any of the foregoing conditions set forth in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice10.5.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s and Existing Operator’s obligation to close with respect to conveyance of its Property under this Contract Agreement shall be subject to and conditioned upon the satisfaction and fulfillment of the following conditions precedent, provided Seller and Existing Operator may, at their sole option, waive any or all of these conditions, in whole or in part, in writing or otherwise as provided in this Agreement: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller or Escrow Agent at the Closing pursuant to the terms and conditions hereof of Section 5.3 shall have been so delivered; 8.2.2 Each of the representations, representations and warranties and covenants of Purchaser contained herein shall be true and correct in all material respects (except those representations and warranties which are qualified as to materiality, which shall be true and correct in all respects) on and as of the Closing DateDate with the same effect as though made on such date; 8.2.3 Purchaser shall have complied withperformed, fulfilled and performed in all material respects respects, each of the covenants, terms and conditions covenants to be complied with, fulfilled performed hereunder or performed by under any other Transaction Document to which Purchaser hereunderis a party or otherwise bound on or prior to the Closing Date; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall not have filed for protection under applicable bankruptcy or insolvency Laws or otherwise be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received debtor in any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expiredbankruptcy proceeding; 8.2.5 With respect to each Assumption PropertyThere shall not be in force any order, decree, judgment or injunction of any Governmental Authority enjoining or prohibiting the applicable Loan Assumption consummation of the Transactions or declaring illegal, invalid or nonbinding any of the material covenants or obligations of the Purchaser hereunder; and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There there shall not be any pending litigation or, to the Knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Transactions or declare illegal, invalid or nonbinding any of the material covenants or obligations of the Purchaser. If any Purchaser hereunder; 8.2.6 Purchaser shall have obtained the Healthcare Approvals; and 8.2.7 The closing of the foregoing conditions transactions contemplated by the Separate PSA shall have occurred simultaneously with the Closing under this Agreement. 8.2.8 (i) JV Partner shall have performed, in Sections 8.2.1 through 8.2.6 all material respects, each of the covenants to a Sellerbe performed by JV Partner under the MTA prior to the Closing, and (ii) each of JV Partner’s obligation representations and warranties in the MTA shall be true and correct in all material respects (except those representations and warranties which are qualified as to close materiality, which shall be true and correct in all respects) on and as of the Closing Date, with the same effect as though made on such date. Subject to the terms of Section 4.5, if any condition set forth in this Section 8.2 is not satisfied at or prior to the Outside Closing Date (except with respect to conveyance Section 8.2.5 or Section 8.2.6 by reason of a default by Seller hereunder or with respect to Section 8.2.7 by reason of a default by Seller or its Property Affiliates under this Contract are not metthe Separate PSA), such Seller may (a) waive any of the foregoing conditions (other than the condition set forth in Section 8.2.6) and proceed to Closing on the Closing Date for such Seller’s Property or Closing, (b) terminate this Contract Agreement, in which case Seller shall be entitled to receive and retain the Deposit from the Escrow Agent and neither party shall have any further obligation or liability to the other except with respect to its Propertythose provisions of this Agreement which expressly survive a termination of this Agreement, and, or (c) if such failure constitutes a default by PurchaserPurchaser hereunder, exercise any of its remedies under pursuant to Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; and 8.2.5 Neither Purchaser nor Purchaser’s managing member shall be a debtor in any bankruptcy proceeding. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation obligations to close with respect to the conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or Date, (b) terminate this Contract with respect to its PropertyContract, and, or (c) if such failure constitutes a default by Purchaser, exercise any of its remedies under pursuant to Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.18 (and the amendment of the Arbours of Hermitage Property has informed Purchaser that Seller's (or Seller's affiliates') partnership or other organizational documents in connection with the sale of the Arbours of Hermitage Property pursuant to this Contracttherewith), the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”a) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such from Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition , members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller's (Aor Seller's affiliates') either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expiredas required by law; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be pending or, to the knowledge of either Purchaser or Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. ; and If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant are subject to the terms and conditions hereof shall have been delivered; 8.2.2 Each satisfaction at or prior to the Closing, or waiver in writing by Seller, of the representationsfollowing conditions: (a) All representations and warranties of Buyer contained in this Agreement, warranties and covenants of Purchaser contained herein to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date; 8.2.3 Purchaser ; and Buyer shall have complied with, fulfilled performed and performed satisfied in all material respects each of the covenants, terms all covenants and conditions agreements required to be complied performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the purchase and sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Agreement. (c) All material consents and approvals required of any third party or declare illegalGovernmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, invalid except consents and approvals of assignments by Governmental Authorities or nonbinding any third parties that are customarily obtained after Closing, shall have been received or waived in writing, or the necessary waiting period shall have expired, or early termination of the covenants or obligations waiting period shall have been granted. (d) Buyer shall have provided Seller evidence satisfactory to Seller that Buyer, as of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 Closing (i) is qualified to a Seller’s obligation do business and to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, own and, if such failure constitutes a default by Purchaserapplicable, exercise any of its remedies under Section 10.1. The termination of this Contract operate the Assets in all jurisdictions in which the Assets are located and (ii) has posted all bonds required by any Seller pursuant Governmental Authority or other body to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on own and operate the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect Assets. (e) The aggregate adjustments to the Property(iesBase Purchase Price attributable to Title Defects and Casualty Defects shall not have exceeded the Termination Threshold. (f) identified Buyer shall have performed its obligations set forth in such termination noticeSection 10.5.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each The following conditions are conditions precedent to Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon sell the fulfillment REIT Units: (a) The approval of the following conditions precedent:Principal Enhanced Property Fund Management Committee (the “Investment Committee”), which approval Buyer acknowledges Seller will not seek until the Approval Date has passed and Buyer has failed to exercise (or is deemed to have failed to exercise) its right of termination of this Agreement under Section 4. Seller makes no representation with regard to the likelihood of approval of this Agreement or the transaction contemplated herein by its Investment Committee. Seller shall have until five (5) business days after the Approval Date to obtain such approval by its Investment Committee. If for any reason Seller’s Investment Committee does not approve this Agreement or the transaction contemplated herein within such five (5) business day period, this Agreement shall terminate, the Escrow Agent shall return the Deposit to Buyer and neither party shall have any further obligations or rights hereunder except for those obligations which expressly survive the termination hereof. Notwithstanding the above, in the event of such termination, Seller agrees to reimburse Buyer for its reasonable and verifiable out of pocket due diligence expenses up to an aggregate maximum of $100,000, including but not limited to title and survey expenses, third party report expenses and reasonable attorney’s fees. 8.2.1 All (b) Delivery by Buyer at Closing of the Purchase Price and any closing documents and funds required to be delivered by Purchaser under Section 7(c). In the event that the conditions in this Section 6 are not satisfied, Seller may elect, in its sole discretion, to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled terminate this Agreement or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the waive satisfaction of the SEC condition and close escrow. In the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners event of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Propertytermination, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions reasons described in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Propertyabove, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 the Deposit shall be exercised retained by written notice from Sellers’ Representative Seller and shall be non-refundable to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeBuyer.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant are subject to the terms and conditions hereof shall have been delivered; 8.2.2 Each satisfaction at or prior to the Closing, or waiver in writing by Seller, of the representationsfollowing conditions: (a) All representations and warranties of Buyer contained in this Agreement, warranties and covenants of Purchaser contained herein to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects, in each case as if such representations and warranties were made at and as of the Closing Date (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date); and Buyer shall have performed and satisfied in all material respects as of all covenants and agreements required to be performed and satisfied by it under this Agreement at or prior to the Closing. (b) On the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenantsno injunction, terms and conditions to be complied with, fulfilled order or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC award enjoining or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain otherwise prohibiting the consummation of any of the transactions contemplated by this Contract Agreement shall have been issued by a Governmental Authority and remain in force. (c) All material consents and approvals required of Governmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, except consents and approvals of assignments by Governmental Authorities that are customarily obtained after Closing, shall have been received or declare illegalwaived in writing, invalid or nonbinding any the necessary waiting period shall have expired, or early termination of the covenants waiting period shall have been granted; provided that Seller shall not be responsible for any repair or remediation costs to any wxxxx set forth on Schedule 5.19 that fail to pass a mechanical integrity test or other inspection by the Oklahoma Corporation Commission. (d) Buyer shall have provided Seller evidence satisfactory to Seller that Buyer, as of Closing (i) is qualified to do business and to own and operate the Assets in all jurisdictions in which the Assets are located and (ii) has posted all bonds and obtained all insurance required by any Governmental Authority or other body to own and operate the Assets or by any applicable operating agreement. (e) The aggregate adjustments to the Base Purchase Price attributable to Title Defects, Environmental Defects, Open Defects and Casualty Defects shall not have exceeded the Termination Threshold. (f) Buyer shall have performed its obligations of the Purchaser. If any of the foregoing conditions set forth in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Section 10.5. (g) Seller may (a) waive any of the foregoing conditions and proceed to Closing on shall have executed the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies Settlement Statement defined under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice10.3.

Seller’s Conditions to Closing. Without limiting any of Seller shall not be obligated to proceed with the rights of any Seller elsewhere provided for in this Contract, Closing unless and until each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All has been fulfilled or waived in writing by Seller: There shall have been no uncured breach of any material representation or warranty given by Purchaser herein; Purchaser shall have substantially performed all covenants and other obligations to be performed by it under this Agreement (including, without limitation, delivery to Escrow Agent of the documents full balance of the Purchase Price), subject to any applicable notice and funds cure period provided for herein other than the obligations required to be delivered performed by Purchaser at Closing, which must be fully performed by Purchaser at Closing; and There shall be no litigation or proceeding pending before any state, federal or local court, tribunal, arbitrator, mediator or any other forum or governmental agency which would be reasonably likely to have a material adverse effect on Seller at or Seller's ability to convey the Closing pursuant Property to Purchaser. In the terms and conditions hereof shall have been delivered; 8.2.2 Each event that either of the representations, warranties and covenants of Purchaser contained herein shall be true conditions set forth in all material respects Section 9.1(i) or 9.1(ii) above has not been either fulfilled or waived in writing by Seller as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed Date (as extended by cure or by the Extension Option in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property case pursuant to Section 7.1 hereof), then Seller shall be entitled to terminate this Contract, Agreement and receive the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934Xxxxxxx Money, as amended (provided in Section 12.1 below. Notwithstanding the “Information Statement”foregoing, in the event that the condition set forth in Section 9.1(iii) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller above has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC satisfied or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such waived in writing by both Seller and a period Purchaser as of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property (as extended by cure or (b) by the Extension Option in each case pursuant to Section 7.1 hereof), then either Seller or Purchaser shall be entitled to terminate this Contract with respect Agreement upon notice to its Propertythe other party, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 whereupon the Xxxxxxx Money shall be exercised by written notice from Sellers’ Representative returned to Purchaser by 12:00 p.m. on the Closing Date for such PropertyPurchaser. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.CLOSING DELIVERIES

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 8.2.1. All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 8.2.2. Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 8.2.3. Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed 8.2.4. Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall not be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received debtor in any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expiredbankruptcy proceeding; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 8.2.5. There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; and 8.2.6. The Loan Assumption and Release shall have occurred. Notwithstanding anything to the contrary, there are no other conditions to Seller’s obligation to Close except as expressly set forth in this Section 8.2. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation obligations to close with respect to the conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or Date, (b) terminate this Contract with respect to its PropertyContract, and, or (c) if such failure constitutes a default by Purchaser, exercise any of its remedies under pursuant to Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant are subject to the terms and conditions hereof shall have been delivered; 8.2.2 Each satisfaction at or prior to the Closing, or waiver in writing by Seller, of the representationsfollowing conditions: (a) All representations and warranties of Buyer contained in this Agreement, warranties and covenants of Purchaser contained herein to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date; 8.2.3 Purchaser ; and Buyer shall have complied with, fulfilled performed and performed satisfied in all material respects each of the covenants, terms all covenants and conditions agreements required to be complied performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the purchase and sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Agreement. (c) All material consents and approvals required of any third party or declare illegalGovernmental Authorities, invalid including, but not limited to, all approvals required under the Xxxx Xxxxx Xxxxxx Act (if any), in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, except consents and approvals of assignments by Governmental Authorities or nonbinding any third parties that are customarily obtained after Closing, shall have been received or waived in writing, or the necessary waiting period shall have expired, or early termination of the covenants or obligations waiting period shall have been granted. (d) If requested by Seller, Buyer shall have provided Seller evidence satisfactory to Seller that Buyer, as of Closing (i) is qualified to do business and to own the Purchaser. If any of Assets in all jurisdictions in which the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract Assets are not met, such Seller may located and (aii) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract has posted all bonds required by any Seller pursuant Governmental Authority or other body to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on own and operate the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect Assets, (e) The aggregate adjustments to the Property(iesBase Purchase Price attributable to Title Defects, Environmental Defects and Casualty Defects shall not have exceeded the Termination Threshold. (f) identified Buyer shall have performed its obligations set forth in such termination noticeSection 10.5.

Seller’s Conditions to Closing. Without limiting any The obligation of Seller to consummate the transactions provided for hereby is subject to the satisfaction (or waiver by Seller) as of the rights Closing of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedentconditions: 8.2.1 All (a) The representations and warranties of Buyer and Parent made in Article 4 and Article 5, respectively, (other than the documents Fundamental Representations) disregarding all qualifications and funds required exceptions relating to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each materiality, material adverse effect or words of the representationssimilar import, warranties and covenants of Purchaser contained herein shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date;Date as if made on such date (except for such representations and warranties made as of a specified date, which shall be true and correct only as of such specified date). 8.2.3 Purchaser (b) The Fundamental Representations of Buyer and Parent made in Article 4 and Article 5, respectively, disregarding all qualifications and exceptions relating to materiality, material adverse effect or words of similar import, shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made on such date (except for such representations and warranties made as of a specified date, which shall be true and correct only as of such specified date). (c) Each of Buyer and Parent shall have performed, satisfied, or complied with, fulfilled and performed in all material respects with all agreements, obligations and covenants required by this Agreement to be performed, satisfied or complied with by Buyer or Parent, as applicable, by the time of the Closing. (d) Buyer shall have delivered to Seller a certificate of Buyer dated the Closing Date and signed by an authorized officer of Buyer to the effect that each of the covenantsconditions of Buyer specified above in Sections 2.3(a), terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”b) and (c) has been satisfied. (e) Parent shall have delivered to distribute Seller a certificate of Parent dated the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Closing Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition signed by an authorized officer of Parent to the Seller of the Arbours of Hermitage Property closing obligations hereunder effect that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners conditions of such Seller Parent specified above in Sections 2.3(a), (b) and a period of not less than twenty (20c) calendar days has expired;been satisfied. 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property (f) No Proceeding by any Governmental Authority or other Person shall have occurred; and 8.2.6 been instituted or threatened which questions the validity or legality of the transactions contemplated hereby or by the Collateral Agreements or which could reasonably be expected to damage Seller if the transactions contemplated hereby are consummated. There shall not be any pending litigation which, if adversely determined, would restrain Law or Judgment that makes the consummation of any purchase and sale of the transactions Business or the Acquired Assets contemplated by this Contract hereby illegal or declare illegal, invalid or nonbinding any otherwise prohibited. (g) Buyer and/or its designated Affiliates shall have executed and delivered to Seller and its applicable Affiliates each of the covenants or obligations Collateral Agreements to which Buyer and its designated Affiliates are a party, and Seller shall have received the other agreements, instruments and documents to be delivered to it under Section 2.1(a). (h) Buyer shall have delivered to Seller evidence that the Certificate of Designations has been duly filed with the Secretary of State of the Purchaser. If any State of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeDelaware.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this ContractAgreement, each Seller’s obligation to close with respect to conveyance of its the Property under this Contract Agreement shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 8.2.4 There shall not be pending litigation or, to the knowledge of either Purchaser or Seller, any pending threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract Agreement or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its the Property under this Contract Agreement are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyAgreement, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination Notwithstanding the foregoing, both Purchase and Seller each have the right of this Contract by extension to allow any Seller pursuant outstanding conditions to this be met, as detailed in Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice5.1.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Sienna Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Sienna Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners). The Sienna Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information StatementDate. It shall be a condition to the Seller of the Arbours of Hermitage Property Sienna Seller’s closing obligations hereunder that (A) either (x) such Sienna Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days 10 business days after the Information Statement has been filed with the SEC or (y) if such Sienna Seller has received comments from the SEC within such ten (10) Business Day 10 business day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Sienna Seller and a period of not less than twenty (20) calendar 20 days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 8.2.5. to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller Sellers may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or Date, (b) terminate this Contract in its entirety with respect to its both Properties (but not in part with respect to one Property), and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on of the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeDate.

Seller’s Conditions to Closing. Without limiting any The obligation of Seller to sell, grant, convey, assign, transfer and deliver the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract Assets shall be subject to and conditioned upon upon, at Seller's option, the fulfillment satisfaction at the Closing of each of the following conditions precedentconditions: 8.2.1 All 6.2.1 The holders of shares of the documents issued and funds required outstanding capital stock of Seller shall have duly adopted and approved this Agreement and all transactions contemplated hereby in accordance with the requirements of Delaware law and the Certificate of Incorporation and Bylaws, as amended to the date of such adoption, of Seller. 6.2.2 All representations and warranties of Buyer contained herein shall be true and correct at and as of the Closing Date in all material respects and Buyer shall have performed all agreements and covenants in all material respects and satisfied all conditions on its part to be delivered performed or satisfied by Purchaser to Seller at the Closing Date pursuant to the terms hereof, and Seller shall have received a certificate of Buyer, signed by its Chief Executive Officer and dated the Closing Date, to both such effects. 6.2.3 Buyer shall have effected payment of the Purchase Price (less the Escrow Fund) in accordance with the prior written instructions of Seller. 6.2.4 Buyer shall have executed and delivered the Escrow Agreement. 6.2.5 Buyer shall have effected payment of the Escrow Fund. 6.2.6 The Escrow Agent shall have acknowledged receipt of the Escrow Fund and accepted the same subject to the terms and conditions hereof of the Escrow Agreement. 6.2.7 Buyer shall have executed and delivered the Bill of Sale, Xxxignment and Assumption Agreement. 6.2.8 Buyer shall have delivered to Seller a certificate, dated the Closing Date, of Buyer's corporate Secretary certifying: (i) Resolutions of its Board of Directors adopting and approving this Agreement and all transactions contemplated hereby and authorizing execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and (ii) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 6.2.9 Seller shall have received from Haynes and Boone, XLP, xxxxxel for Buyer, an opinion, dated the Closing Date, in the form attached hereto as Exhibit "E". 6.2.10 The approval and all consents from any Third Party or Governmental Body required to consummate the transactions contemplated hereby shall have been delivered; 8.2.2 Each of obtained and the representations, warranties waiting period and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition any statutory extension thereof applicable to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Agreement under the HSR Act shall have expired or declare illegalbeen terminated. 6.2.11 No Proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby or any governmental consent, invalid approval or nonbinding authorization necessary for the consummation of the transactions of the transactions contemplated by this Agreement 6.2.12 As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the covenants or obligations consummation of the Purchaser. If transactions contemplated hereby, which is unduly burdensome on Seller. 6.2.13 Seller and all guarantors of any bank indebtedness of the foregoing conditions Seller shall have received a written release therefrom in Sections 8.2.1 through 8.2.6 form and substance satisfactory to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, Seller and such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeguarantors.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 8.2.1. All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 8.2.2. Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 8.2.3. Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed 8.2.4. Neither Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It nor Purchaser’s managing member shall be a condition debtor in any bankruptcy proceeding; 8.2.5. Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.18 (and the amendment of Seller’s (or Seller’s affiliates’) partnership or other organizational documents in connection therewith), (a) from Seller’s partners, members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller’s (Aor Seller’s affiliates’) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expiredas required by law; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 8.2.6. There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; and 8.2.7. The Loan Payoff shall have occurred (provided Seller has provided the requisite advance notice of prepayment to the holder or servicer of the Note). If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation obligations to close with respect to the conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or Date, (b) except as expressly set forth in the last sentence of this paragraph, terminate this Contract with respect to its PropertyContract, and, or (c) if such failure constitutes a default by Purchaser, exercise any of its remedies under pursuant to Section 10.1. The termination With respect to the condition set forth in Section 8.2.5, Seller shall provide Purchaser with regular updates on the status of its solicitation for consent and shall, specifically, advise Purchaser (i) within 13 days after the Effective Date whether consent solicitations have been mailed and (ii) not later than the day on which the Feasbility Period expires, whether the condition set forth in Section 8.2.5 has been satisfied. With respect to the condition set forth in Section 8.2.7, Seller shall not be entitled to terminate this Contract by any Seller pursuant but shall instead only be permitted to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on extend the Closing Date for by up to 5 days so as to accommodate the satisfaction of such Propertycondition. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.ARTICLE IX

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to the applicable Seller at the Closing pursuant to the terms and conditions hereof of Section 5.3 shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Effective Date and as of the Closing DateDate (except to the extent such representation or warranty is made expressly of as of another date); 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 8.2.4 There shall not be pending litigation or, to the knowledge of either Purchaser or the applicable Seller, any pending threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a any Seller’s obligation to close with respect to conveyance any of its Property the Properties under this Contract are not met, such Seller Sellers may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to in its Propertyentirety regarding all Properties (but not less than all Properties), and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any The obligations of Sellers at the Closing are subject to the satisfaction at or prior to the Closing, or waiver in writing by Sellers, of the rights following conditions: (a) All representations and warranties of any Seller elsewhere provided for Buyer contained in this ContractAgreement, each Seller’s obligation to close the extent qualified with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representationsmateriality, warranties and covenants of Purchaser contained herein shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects, in each case as if such representations and warranties were made at and as of the Closing Date (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date); and Buyer shall have performed and satisfied in all material respects as of all covenants and agreements required to be performed and satisfied by it under this Agreement at or prior to the Closing. (b) On the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenantsno injunction, terms and conditions to be complied with, fulfilled order or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC award enjoining or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain otherwise prohibiting the consummation of any of the transactions contemplated by this Contract Agreement shall have been issued by a Governmental Authority and remain in force. (c) All material consents and approvals required of Governmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, except consents and approvals of assignments by Governmental Authorities that are customarily obtained after Closing, shall have been received or declare illegalwaived in writing, invalid or nonbinding any the necessary waiting period shall have expired, or early termination of the covenants waiting period shall have been granted. (d) Buyer shall have provided Sellers evidence satisfactory to Sellers that Buyer, as of Closing (i) is qualified to do business and to own and operate the Assets in all jurisdictions in which the Assets are located and (ii) has posted all bonds and obtained all insurance required by any Governmental Authority or other body to own and operate the Assets or by any applicable operating agreement. (e) The aggregate adjustments to the Base Purchase Price attributable to Title Defects, Environmental Defects, Open Defects and Casualty Defects shall not have exceeded the Termination Threshold. (f) Buyer shall have performed its obligations of the Purchaser. If any of the foregoing conditions set forth in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may Section 10.5. (ag) waive any of the foregoing conditions and proceed to Closing on Sellers shall have executed the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies Settlement Statement defined under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice10.3.

Seller’s Conditions to Closing. Without limiting any The obligation of SELLER to sell and deliver or cause to be sold and delivered the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation Assets to close with respect BUYER and to conveyance of perform its Property under this Contract shall be obligations hereunder is subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered satisfaction (or waiver by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects SELLER) as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenantsfollowing conditions: (a) The representations and warranties of BUYER made in Article 4 of this Agreement, terms disregarding all qualifications and conditions exceptions contained therein relating to materiality, Material Adverse Effect or words of similar import, shall be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller true and correct at and as of the Arbours Closing Date as if made on such date (except for representations and warranties made as of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contracta specified date, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It which shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC true and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners correct only as of such Seller and specified date), with only such exceptions as would not, individually or in the aggregate, have a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect material adverse effect on BUYER’s ability to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of consummate the transactions contemplated by this Contract Agreement. (b) BUYER shall have performed or declare illegal, invalid complied in all material respects with all obligations and covenants required by this Agreement to be performed or nonbinding any complied with by BUYER by the time of the covenants or obligations Closing. (c) BUYER shall have delivered to SELLER a certificate of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on BUYER dated the Closing Date for such Seller’s Property or and signed by an authorized officer of BUYER to the effect that each of the conditions specified above in Sections 2.3(a) and (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise is satisfied in all respects. (d) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the purchase and sale of the Assets. (e) The waiting period under the HSR Act shall have expired or been terminated. (f) BUYER (or one of its remedies under Section 10.1. The termination subsidiaries) shall have executed and delivered to SELLER (or one of this Contract its subsidiaries) the Omnibus Patent Assignment, the Omnibus Trademark Assignment and the Patent License. (g) BUYER shall have delivered to SELLER properly executed resale exemption certificates for Georgia, Pennsylvania, Ohio, Illinois, Texas, California, Hawaii, New York, Michigan and Brampton, Ontario, in each case containing the requisite tax registration numbers for the Inventory being transferred by any Seller SELLER pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeAgreement.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.19 (and the amendment of the Arbours of Hermitage Property has informed Purchaser that Seller’s (or Seller’s affiliates’) partnership or other organizational documents in connection with the sale of the Arbours of Hermitage Property pursuant to this Contracttherewith), the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”a) pursuant to Rule 14(c) of the Securities Exchange Act of 1934from Seller’s partners, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller’s (Aor Seller’s affiliates’) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expiredas required by law; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be pending or, to the knowledge of either Purchaser or Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; and 8.2.6 [Intentionally left blank]. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any The obligation of each Seller to sell and deliver or cause to be sold and delivered the Assets (other than the Toledo Plant Assets) and the Other Assets at the Closing to Buyer, and to consummate the other transactions contemplated hereby, is subject to the satisfaction (or waiver by such Seller) as of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment Closing of the following conditions precedentconditions: 8.2.1 All (a) (i) each of the representations and warranties of Buyer contained in this Agreement shall be true and correct except for such failures to be true and correct (without giving effect to any Materiality Qualifiers) that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the financial condition of Buyer or the ability of Buyer to consummate the transactions hereunder, in each case on and as of the Closing Date, as though made on and as of the Closing Date (unless and to the extent any such representation or warranty speaks specifically as of an earlier date, in which case, as of such earlier date); (ii) Buyer shall have performed or complied in all material respects with the obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and (iii) Buyer shall have delivered to Sellers a certificate dated the Closing Date and signed by a duly authorized officer of Buyer confirming the foregoing; (b) no injunction or order, writ, decree or judgment of any Governmental Entity of competent jurisdiction shall be in effect as of the Closing that makes illegal or restrains or prohibits the purchase and sale of the Assets or the consummation of the other transactions contemplated by this Agreement; (c) Buyer shall have executed and delivered to Sellers each of the Collateral Agreements, as applicable, and all other documents and funds instruments required to be delivered by Purchaser Buyer to such Seller at hereunder; (d) Buyer shall have delivered to Sellers properly executed resale exemption certificates containing the Closing requisite tax registration numbers for the Inventory being transferred by Sellers pursuant to this Agreement; (e) the terms and conditions hereof Acquisition shall have been deliveredconsummated; 8.2.2 Each of (f) Buyer and the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser Trustee shall have complied with, fulfilled executed and performed in all material respects each of delivered to General Xxxxx and Diageo the covenants, terms Escrow Agreement; and (g) the waiting period (and conditions any extension thereof) under the HSR Act applicable to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the purchase and sale of the Arbours of Hermitage Property pursuant to this ContractAssets, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC Other Assets and the SEC has confirmed that it has no further comments to Toledo Plant Assets and the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the other transactions contemplated by this Contract Agreement and the Collateral Agreements, if not exempted under the HSR Act and applicable regulations, shall have been terminated or declare illegalshall have expired; and all other material consents of, invalid or nonbinding registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity legally required for the consummation of the covenants or obligations purchase and sale of the Purchaser. If any of Assets, the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under Other Assets and the Toledo Plant Assets and the other transactions contemplated by this Contract are not met, such Seller may (a) waive any of Agreement and the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Collateral Agreements shall have been obtained or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 filed or shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticehave occurred.

Seller’s Conditions to Closing. Without limiting any The obligation of Seller to complete the rights of any Seller elsewhere provided for in transactions contemplated by this ContractAgreement is subject to the following conditions precedent (and conditions concurrent, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall deliveries to be subject to and conditioned upon made by the fulfillment of Purchaser at Closing) (the following “Seller’s Closing Conditions”) which conditions precedentmay be waived by Seller only in a writing executed by Seller: 8.2.1 (a) All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants representations of Purchaser contained herein set forth in this Agreement shall be true true, correct and complete in all material respects as of the Closing Date, and Purchaser, on or prior to the Closing Date, shall have complied with and to have performed all of the obligations, covenants and agreements required on the part of Purchaser to be complied with or performed pursuant to the terms of this Agreement; 8.2.3 (b) Purchaser shall have complied withdelivered to the Title Company or Seller, fulfilled and performed in all material respects each of as the covenantscase may be, terms and conditions such documents or instruments as are required to be complied with, fulfilled or performed delivered by Purchaser hereunderpursuant to the terms of this Agreement; 8.2.4 The (c) Purchaser shall have delivered the Purchase Price to the Title Company or Seller as the case may be; (d) Purchaser shall simultaneously consummate the transactions contemplated in that certain Purchase and Sale Agreement of the Arbours of Hermitage even date herewith between Seller and Purchaser with respect to that Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contractlocated at 000 Xxxxx Xxxx Xxxxx, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission Xxxxxxxx, Xxxxxxx (the “SECSabal Park Purchase Agreement”) pursuant to Rule 14(c) of having parcel I.D. # 33-20-29-300-012A-0000 in the Securities Exchange Act of 1934Seminole County tax records, and as amended (the more particularly described on Exhibit A attached thereto, and commonly known as “Information Statement”) Sabal Park Apartments,” and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain performed all of Purchaser’s obligations under the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeSabal Park Purchase Agreement.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to the conveyance of its Property the iStar Member Interests under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, representations and warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be pending any pending litigation or, to the knowledge of either Purchaser or Seller, any threatened litigation, which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. ; and 8.2.5 In the event the transfer of the iStar Member Interests from Seller to Purchaser is approved by the Existing Mortgage Lender, the Existing Mortgage Lender shall have provided written confirmation of release of Seller and any affiliate of Seller from any and all obligations with respect to the Existing Mortgage Financing, including, without limitation, any guaranties and environmental indemnities provided by Seller and any affiliate of Seller; and If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to the conveyance of its Property the iStar Member Interests under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect by providing written notice thereof to its PropertyPurchaser, and, if such failure constitutes (I) does not constitute a material default by Purchaser, then this Contract shall terminate and be of no further force and effect subject to and except for the Surviving Provisions, or (II) does constitute a material default by Purchaser, then Seller may exercise any of its Seller’s remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each It is a condition to Seller’s obligation to close with respect proceed to conveyance of its Property under this Contract shall be subject Closing and to and conditioned upon consummate the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representationstransactions contemplated hereby, warranties and covenants of Purchaser contained herein shall be true in all material respects that, as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects and the Buyer’s Closing Certificate delivered pursuant to Section 9 hereof shall not disclose any change in Buyer’s Representations and Warranties as herein set forth; 8.2.3 Purchaser (ii) Buyer shall have complied with, fulfilled and performed in all material respects each all of the covenants, terms and conditions its covenants hereunder required to be complied with, fulfilled or performed by Purchaser hereunderno later than Closing; 8.2.4 (iii) this Agreement shall not have terminated during the Contingency Period; (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof; (v) Buyer shall have paid to Seller the full Purchase Price; (vi) The Buyer/Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property Lease shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC fully executed and the SEC has confirmed that it has no further comments to the Information Statement be in full force and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expiredeffect; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property (vii) The Xxxx Street Lease Amendment shall have occurredbeen fully executed and be in full force and effect; and 8.2.6 There (viii) The Built-to-Suit Lease shall have been fully executed and be in full force and effect. If any condition to Seller’s obligations set forth in this Section 8(c) hereunder is not be any pending litigation whichfulfilled, if adversely determinedthen Seller shall have the right to terminate this Agreement by written notice to Buyer, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or in which event all obligations of the Purchaser. If any parties hereto shall thereupon cease (except for those which survive the early termination of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance this Agreement as expressly set forth herein) and this Agreement shall thereafter be of its Property under this Contract are not metno further force and effect, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if unless such failure of conditions constitutes a default by Purchaser, exercise hereunder on the part of Buyer under any of its remedies under Section 10.1. The termination provisions of this Contract by any Agreement in which event the terms of Section 11(a) shall also apply and Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative entitled to Purchaser by 12:00 p.m. on the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing Date for such Property. If a Seller terminates this when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract with respect Consideration, shall be returned to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeBuyer.

Seller’s Conditions to Closing. Without limiting any The obligation of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject Agreement to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at consummate the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained contemplated herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed subject to the satisfaction of the SEC following conditions, provided that each condition may be waived in whole or in part in writing at the option of Seller: (a) On or before the Closing Date, (i) the Pool II Loan has been modified to encumber only properties included in the definition of "Property" hereunder, (ii) the Pool II Loan does not encumber any properties to be retained directly or indirectly by Seller or any of Seller's Affiliates, and (iii) Seller has assigned all of its rights and obligations under the Pool II Loan to Cabot pursuant to an Assignment and Assumption Agreement acceptable to Seller in Seller's sole discretion. (b) On or before the Closing Date, the Lender has executed and delivered to Seller a release fully and completely releasing Seller and Seller's Affiliates, if any, of any and all obligations pertaining to the Pool II Loan and the SEC has confirmed Pool II Loan Documents in form and in substance acceptable to Seller, in Seller's sole discretion, or, in the event that it has no further comments Lender's release fails to fully and completely release Seller from liability under the Information Statement and (B) thereafter the Information Statement has been delivered Pool II Loan, Buyer shall deliver to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation whichSeller's Affiliates, if adversely determinedany, would restrain an indemnity, in form and substance reasonably acceptable to Seller, for all liabilities under the consummation of any of Pool II Loan and the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close Pool II Loan Documents with respect to conveyance which Seller or Seller's Affiliates, if any, has not been released by Lender. (c) On or before the Closing Date, TIAA Appl. #VR-00002, Mortgage Number 000459700 (the "Pool I Loan") from the Lender has been modified solely for the purpose of its Property under this Contract are not metexcluding certain properties from the Pool I Loan, such that only properties not included in the definition of "Property" hereunder shall be encumbered by the Pool I Loan, and any such modifications to the documents currently evidencing or securing the Pool I Loan have been approved by Seller, in its reasonable discretion. (d) On or before the Closing Date, all title companies (or their successors) which had previously issued a title policy for any individual property within the Property naming Seller may as the "owner" thereunder have issued an endorsement to each such policy acknowledging that an additional insured party under such title policy or title policies is Cabot. (ae) waive any On or before the Closing Date, Lender has approved both the transfer of the foregoing conditions Property from Seller to Cabot and proceed the transfer of the Cabot Interest to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeBuyer.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of shall have received all consents, documentation and approvals necessary to consummate and facilitate the Arbours of Hermitage Property transactions contemplated hereby (a) from Seller’s partners, members, managers, shareholders or directors to the extent required by Seller’s (or Seller’s affiliates’) organizational documents, and (b) as required by law. Seller has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the ““ SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the ““ Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information StatementDate. It shall be a condition to the Seller of the Arbours of Hermitage Property Seller’s closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 8.2.5 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any If Seller pursuant is unable to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply close with respect to the Property(ies) identified conveyance of the Property under this Contract as a result of a failure to meet the conditions in such termination notice.Section 8.2.4 or Section 8.2.5 (but only to the extent that any pending or threatened litigation is not caused by a default under this Contract by Purchaser), Purchaser shall be entitled to a return of Purchaser's Deposit. article IX BROKERAGE

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller shall have received all third-party consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.19 (and the amendment of Seller's (or Seller's affiliates') partnership or other organizational documents in connection therewith), (a) from Seller's partners, members, managers, or shareholders to the extent required by Seller's (or Seller's affiliates') organizational documents, and (b) as required by law. Seller agrees to notify Purchaser in writing (the "LP Notification") when Seller has received all third party consents, documentation and approvals necessary to consummate the transaction contemplated hereby. If the Prime Rate on the date of the Arbours LP Notification has increased by 200 basis points over the Prime Rate in effect on the Effective Date, then Purchaser shall have two (2) business days after the receipt of Hermitage Property has informed the LP Notification in which to give written notice to Seller to terminate this Contract. If Purchaser that exercises its option to terminate this Contract as provided herein, and Purchaser is not in default of its obligations hereunder, the Deposit (including the Non-Refundable Initial Deposit Component) shall be returned to Purchaser, but Purchaser shall not be entitled to seek any other damages or costs, including out of pocket expenses and costs, in connection with this transaction. If Seller fails to obtain any consents required by Section 8.2.4(a) hereof, and this Contract is terminated with respect to the sale of Property and the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required not conveyed to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners Purchaser because of such failure, then Seller shall pay Purchaser its direct and a period of actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not less than twenty (20) calendar days has expiredexceed $75,000; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be pending or, to the knowledge of either Purchaser or Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; and 8.2.6 [Intentionally deleted]. 8.2.7 The HAP Voucher Approval is obtained and the HAP Voucher Assumption occurs. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 (except Section 8.2.7) to a Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this If the condition set forth in Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. 8.2.7 is not met on or before the Closing Date for such Property. If a Seller terminates (as extended pursuant to Section 5.1), then this Contract with respect shall terminate and, if Purchaser is not in default of its obligations hereunder, including, without limitation, its obligations under Section 4.7, the Deposit shall be returned to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticePurchaser.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for elsewhere in this ContractAgreement, each Seller’s obligation to close with respect to conveyance of its Property under this Contract Agreement shall be subject to to, and conditioned upon upon, the satisfaction and fulfillment of the following conditions precedentprecedent on or prior to the Closing Date, provided Seller may, at its sole option, waive any or all of these conditions, in whole or in part, in writing or as otherwise provided in this Agreement: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true and correct in all material respects as of the Closing DateDate as though made on and as of such date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions covenants to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall not be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received debtor in any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurredbankruptcy proceeding; and 8.2.6 8.2.5 There shall not be in force any order, decree, judgment or injunction of any governmental authority enjoining or prohibiting the consummation of the Transactions or declaring illegal, invalid or nonbinding any of the material covenants or obligations of the Purchaser hereunder, and there shall not be any pending litigation or, to either Purchaser’s Knowledge or Seller’s Knowledge, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Transactions or declare illegal, invalid or nonbinding any of the material covenants or obligations of the PurchaserPurchaser hereunder. If any of condition set forth in this Section 8.2 is not satisfied on or prior to the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of Closing Date, Seller may, as its Property under this Contract are not metsole remedy, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or Closing, (b) terminate this Contract Agreement, and neither party shall have any further obligation or liability to the other except with respect to its Propertythose provisions of this Agreement which expressly survive a termination of this Agreement, and, or (c) if such failure constitutes of any condition resulted from a default by PurchaserPurchaser hereunder, exercise any of its rights and remedies under pursuant to Section 10.1. The termination of ; provided that Seller shall not have the right to terminate this Contract by any Seller pursuant to Agreement under this Section 8.2 shall be exercised by written notice from Sellers’ Representative if Seller’s action or failure to Purchaser by 12:00 p.m. on act has been the Closing Date for such Property. If a Seller terminates this Contract with respect to primary cause of the conditions set forth in this Section 8.2, then the provisions 8.2 failing to be satisfied on or before such date and such action or failure to act constitutes a breach of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticethis Agreement by Seller.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant are subject to the terms and conditions hereof shall have been delivered; 8.2.2 Each satisfaction at or prior to the Closing, or waiver in writing by Seller, of the representationsfollowing conditions: (a) All representations and warranties of Buyer contained in this Agreement, warranties and covenants of Purchaser contained herein to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date; 8.2.3 Purchaser ; and Buyer shall have complied with, fulfilled performed and performed satisfied in all material respects each of the covenants, terms all covenants and conditions agreements required to be complied performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the purchase and sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Agreement. (c) All consents and approvals required of any third party or declare illegalGovernmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, invalid except consents and approvals of assignments by Governmental Authorities or nonbinding any third parties that are customarily obtained after Closing, shall have been received or waived in writing, or the necessary waiting period shall have expired, or early termination of the covenants waiting period shall have been granted. (d) If requested by Seller, Buyer shall have provided Seller evidence satisfactory to Seller that Buyer, as of Closing (i) is qualified to do business and to own the Assets in all jurisdictions in which the Assets are located and (ii) has posted all bonds required by any Governmental Authority or other body to own and operate the Assets. (e) Buyer and NSE, as the case may be shall have performed its obligations set forth in Section 9.6. (f) Xxxxx shall have executed the Closing Settlement Statement defined under Section 9.4. (g) All representations and warranties of NSE contained in this Agreement, to the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close extent qualified with respect to conveyance materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects, in each case as if such representations and warranties were made at and as of its Property the Closing Date; and NSE shall have performed and satisfied in all material respects all covenants and agreements required to be performed and satisfied by it under this Contract are not met, such Seller may Agreement at or prior to the Closing. (ah) waive any No NSE Material Adverse Condition shall have occurred and be continuing. (i) NSE shall have complied with Section 13.5 hereof in all respects. (j) The shareholders of NSE in a general meeting shall have passed one or more resolutions approving of (i) the acquisition of the foregoing conditions Assets as contemplated by this Agreement and proceed (ii) the issuance of the Shares to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeMHR.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each It is a condition to Seller’s obligation to close with respect proceed to conveyance of its Property under this Contract shall be subject Closing and to and conditioned upon consummate the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representationstransaction contemplated hereby, warranties and covenants of Purchaser contained herein shall be true in all material respects that, as of the Closing Date; 8.2.3 Purchaser , (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects and Buyer’s Closing Certificate delivered pursuant to Section 9(b) hereof shall not disclose any material qualifications or material changes in Buyer’s representations and warranties set forth in Section 13 hereof; (ii) Buyer shall have complied with, fulfilled and performed in all material respects each all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period, as may be extended; (iv) the Lender shall not have revoked its approval of the covenants, terms transaction contemplated by this Agreement and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller shall not have revoked its approval of the Arbours Loan Assumption (except this condition shall not apply if any such revocation is caused solely by the acts and/or omissions of Hermitage Property has informed Purchaser Seller and/or its affiliates, and, in the event of any such revocation so caused by Seller and/or its affiliates, Seller shall be deemed in default of this Agreement); (v) the Lender shall have executed and delivered to Escrow Holder the Loan Assumption Documents without material modification from the forms of such documents that in connection with the sale were approved by Buyer, Seller and Lender as of expiration of the Arbours Contingency Period; (vi) the IDB Lease shall have been terminated and of Hermitage Property pursuant to this Contractno further force and effect, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition fee title to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurredbeen reconveyed to Seller; and 8.2.6 There and (vii) Buyer shall not be any pending litigation whichhave delivered all other documents and other deliveries required of it under Section 9 hereof, if adversely determinedincluding, would restrain without limitation, the consummation of any Purchase Price (net of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any Xxxxxxx Money Deposit and the outstanding principal balance of the covenants or Loan). If, as of the Closing Date, any condition to Seller’s obligations set forth in this Section 8(c) is not fulfilled, then Seller shall have the right to terminate this Agreement by delivering written notice to Buyer, in which event all obligations of the Purchaser. If any of parties hereto shall thereupon cease (except for those which survive the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The early termination of this Contract by any Seller pursuant to Agreement as expressly set forth in this Section 8.2 Agreement) and this Agreement shall thereafter be of no further force and effect, the Loan Fee Deposit shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract disbursed in accordance with respect to this Section 8.2, then the provisions of Section 13.33 2(b) hereof, and Seller shall apply with respect be entitled to the Property(iesXxxxxxx Money Deposit in accordance with Section 11(a) identified in such termination noticeof this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Xxxxxxx Money Deposit, less the Independent Contract Consideration, shall be returned to Buyer.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant are subject to the terms and conditions hereof shall have been delivered; 8.2.2 Each satisfaction at or prior to the Closing, or waiver in writing by Seller, of the representationsfollowing conditions: (a) All representations and warranties of Buyer contained in this Agreement, warranties and covenants of Purchaser contained herein to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date; 8.2.3 Purchaser ; and Buyer shall have complied with, fulfilled performed and performed satisfied in all material respects each of the covenants, terms all covenants and conditions agreements required to be complied performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the purchase and sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Agreement. (c) All consents and approvals required of any third party or declare illegalGovernmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, invalid except consents and approvals of assignments by Governmental Authorities or nonbinding any third parties that are customarily obtained after Closing, shall have been received or waived in writing, or the necessary waiting period shall have expired, or early termination of the covenants waiting period shall have been granted. (d) If requested by Seller, Buyer shall have provided Seller evidence satisfactory to Seller that Buyer, as of Closing (i) is qualified to do business and to own the Assets in all jurisdictions in which the Assets are located and (ii) has posted all bonds required by any Governmental Authority or other body to own and operate the Assets. (e) Buyer and NSE, as the case may be shall have performed its obligations set forth in Section 9.6. (f) Buyer shall have executed the Closing Settlement Statement defined under Section 9.4. (g) All representations and warranties of NSE contained in this Agreement, to the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close extent qualified with respect to conveyance materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects, in each case as if such representations and warranties were made at and as of its Property the Closing Date; and NSE shall have performed and satisfied in all material respects all covenants and agreements required to be performed and satisfied by it under this Contract are not met, such Seller may Agreement at or prior to the Closing. (ah) waive any No NSE Material Adverse Condition shall have occurred and be continuing. (i) NSE shall have complied with Section 13.5 hereof in all respects. (j) The shareholders of New Standard Energy Limited in a general meeting shall have passed one or more resolutions approving of (i) the acquisition of the foregoing conditions Assets as contemplated by this Agreement and proceed (ii) the issuance of the Shares to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeMHR.

Seller’s Conditions to Closing. Without limiting any The obligations of Sellers at the Closing are subject to the satisfaction at or prior to the Closing, or waiver in writing by Sellers, of the rights following conditions: (a) All representations and warranties of any Seller elsewhere provided for Buyer contained in this ContractAgreement, each Seller’s obligation to close the extent qualified with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representationsmateriality, warranties and covenants of Purchaser contained herein shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date; 8.2.3 Purchaser ; and Buyer shall have complied with, fulfilled performed and performed satisfied in all material respects each of the covenants, terms all covenants and conditions agreements required to be complied performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the purchase and sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Agreement. (c) All material consents and approvals required of any third party or declare illegalGovernmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, invalid except consents and approvals of assignments by Governmental Authorities or nonbinding any third parties that are customarily obtained after Closing, shall have been received or waived in writing, or the necessary waiting period shall have expired, or early termination of the covenants or obligations waiting period shall have been granted. (d) Buyer shall have provided Sellers evidence satisfactory to Sellers that Buyer, as of Closing (i) is qualified to do business and to own and operate the Purchaser. If any of Assets in all jurisdictions in which the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract Assets are not met, such Seller may located and (aii) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract has posted all bonds required by any Seller pursuant Governmental Authority or other body to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on own and operate the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect Assets. (e) The aggregate adjustments to the Property(iesBase Purchase Price attributable to Title Defects, Open Defects, Environmental Defects and Casualty Defects shall not exceed the Termination Threshold. (f) identified Buyer shall have performed its obligations set forth in such termination noticeSection 10.5.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.18 (and the amendment of the Arbours of Hermitage Property has informed Purchaser that Seller’s (or Seller’s affiliates’) partnership or other organizational documents in connection with the sale of the Arbours of Hermitage Property pursuant to this Contracttherewith), the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”a) pursuant to Rule 14(c) of the Securities Exchange Act of 1934from Seller’s partners, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller’s (Aor Seller’s affiliates’) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expiredas required by law; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; and 8.2.6 The Loan Assumption and Release shall have occurred. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any The obligation of Seller to complete the rights of any Seller elsewhere provided for in transactions contemplated by this ContractAgreement is subject to the following conditions precedent (and conditions concurrent, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall deliveries to be subject to and conditioned upon made by the fulfillment of Purchaser at Closing) (the following “Seller’s Closing Conditions”) which conditions precedentmay be waived by Seller only in a writing executed by Seller: 8.2.1 (a) All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants representations of Purchaser contained herein set forth in this Agreement shall be true true, correct and complete in all material respects as of the Closing Date, and Purchaser, on or prior to the Closing Date, shall have complied with and to have performed all of the obligations, covenants and agreements required on the part of Purchaser to be complied with or performed pursuant to the terms of this Agreement; 8.2.3 (b) Purchaser shall have complied withdelivered to the Title Company or Seller, fulfilled and performed in all material respects each of as the covenantscase may be, terms and conditions such documents or instruments as are required to be complied with, fulfilled or performed delivered by Purchaser hereunderpursuant to the terms of this Agreement; 8.2.4 The (c) Purchaser shall have delivered the Purchase Price to the Title Company or Seller as the case may be; (d) Purchaser shall simultaneously consummate the transactions contemplated in that certain Purchase and Sale Agreement of the Arbours of Hermitage even date herewith between Seller and Purchaser with respect to that Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contractlocated at 000 XxxxXxxxx Xxxxxx, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission Xxxxxxxx, Xxxxxxx (the “SECGolfBrook Purchase Agreement”) pursuant to Rule 14(c) of having parcel I.D. #s 33-20-29-300-0150-0000 and 04-21-29-300-034A-0000 in the Securities Exchange Act of 1934Seminole County tax records, and as amended (the more particularly described on Exhibit A attached thereto, and commonly known as “Information Statement”) GolfBrook Apartments,” and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain performed all of Purchaser’s obligations under the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeGolfBrook Purchase Agreement.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant are subject to the terms and conditions hereof shall have been delivered; 8.2.2 Each satisfaction at or prior to the Closing, or waiver in writing by Seller, of the representationsfollowing conditions: (a) All representations and warranties of Buyer contained in this Agreement, warranties and covenants of Purchaser contained herein to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects, in each case as if such representations and warranties were made at and as of the Closing Date (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date); and Buyer shall have performed and satisfied in all material respects as of all covenants and agreements required to be performed and satisfied by it under this Agreement at or prior to the Closing. (b) On the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenantsno injunction, terms and conditions to be complied with, fulfilled order or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC award enjoining or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain otherwise prohibiting the consummation of any of the transactions contemplated by this Contract Agreement shall have been issued by a Governmental Authority and remain in force. (c) All material consents and approvals required of Governmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, except consents and approvals of assignments by Governmental Authorities that are customarily obtained after Closing, shall have been received or declare illegalwaived in writing, invalid or nonbinding any the necessary waiting period shall have expired, or early termination of the covenants waiting period shall have been granted. (d) Buyer shall have provided Seller evidence satisfactory to Seller that Buyer or an Affiliate, as of Closing (i) is qualified to do business and to own and operate the Assets in all jurisdictions in which the Assets are located and (ii) has posted bonds and obtained insurance required by any Governmental Authority or other body to own and operate the Assets or by any applicable operating agreement as replacements to those held by Seller and specifically listed on Schedule 14.5. (e) The aggregate adjustments to the Base Purchase Price attributable to finally resolved Title Defects and alleged Environmental Defects, Open Matters, Casualty Defects, and removed or excluded Assets due to un-obtained Required Consents shall not have exceeded the Termination Threshold. (f) Buyer shall have performed its obligations of the Purchaser. If any of the foregoing conditions set forth in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may Section 10.5. (ag) waive any of the foregoing conditions and proceed to Closing on Buyer shall have executed the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies Settlement Statement defined under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice10.3.

Seller’s Conditions to Closing. Without limiting any The following conditions are ------------------------------ conditions precedent to Seller's obligation to sell the Property: (a) The approval of the applicable committee of Seller (the "Committee"), which approval Buyer acknowledges Seller will not seek until the Approval Date has passed and Buyer has failed to exercise its right of termination of this Agreement under paragraph 4. Seller makes no representation with regard to the likelihood of approval of this Agreement or the transaction contemplated herein by its Committee. Seller shall have a period of fifteen (15) business days after the Approval Date to obtain such approval by its Committee. If for any reason Seller's Committee does not approve this Agreement or the transaction contemplated herein, this Agreement shall terminate, the Title Company shall return the Deposit to Buyer and neither party shall have any further obligations or rights hereunder. Notwithstanding the above, in the event of any such termination, Seller elsewhere provided agrees to reimburse Buyer for in this Contractits reasonable and verifiable out of pocket due diligence expenses up to a maximum of $35,000.00, each Seller’s obligation including but not limited to close with respect to conveyance of its Property under this Contract shall be subject to title and conditioned upon the fulfillment survey expenses, third party report expenses and reasonable attorney's fees. (b) Delivery by Buyer at Closing of the following conditions precedent:Purchase Price and the executed Assignment and Assumption of Leases in the form attached hereto as Exhibit B. 8.2.1 All (c) Performance by Buyer as and when required by this Agreement of the documents each and funds every term, covenant, condition and agreement required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property Buyer pursuant to this ContractAgreement. In the event that the conditions in this paragraph 6 are not satisfied, the Seller of the Arbours of Hermitage Property is required may elect, at its sole discretion, to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC terminate this Agreement or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the waive satisfaction of the SEC condition and close escrow. In the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners event of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Propertytermination, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions reasons described in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Propertyor (c) above, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 the Deposit shall be exercised retained by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 and shall apply with respect be non-refundable to the Property(ies) identified in such termination noticeBuyer.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the ““ SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the ““ Information Statement”) and to distribute the Information Statement to such Seller's limited partners). The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information StatementDate. It shall be a condition to the Seller of the Arbours of Hermitage Property Seller’s closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days 10 business days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day 10 business day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar 20 days has expired; 8.2.5 With respect to each Assumption Property, the applicable The Loan Assumption and Release for the applicable Assumption Property shall have occurred; and; 8.2.6 Lender has consented to the making of the AIMCO Loan and the recording of the AIMCO Loan Security Instrument as a second priority lien against the Property. 8.2.7 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; and 8.2.8 The Solana Seller and the Solana Purchaser shall have closed on (or are concurrently closing on) the sale and purchase of the property described in the Solana Contract, in accordance with the terms of the Solana Contract. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 8.2.8 to a Seller’s obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or Date, (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.110.1and (c) if the condition set forth in Section 8.2.5 is not met, Seller may terminate this Contract and retain the Deposit as consideration for Seller’s entering into this Contract. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative Seller to Purchaser by 12:00 p.m. on of the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeDate.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be at Closing are subject to and conditioned upon the fulfillment satisfaction at or prior to Closing, or waiver in writing by Seller, of the following conditions precedentconditions: 8.2.1 All (a) At Closing, Buyer shall deliver the Closing Date Purchase Price to the account or accounts in amounts designated in writing by Seller, the cash portion of which shall be by wire transfer of same-day funds, and the documents and funds required to Common Shares portion shall be delivered by Purchaser issued to Seller at the Closing pursuant to the terms in book-entry form. (b) All representations and conditions hereof shall have been delivered; 8.2.2 Each warranties of the representations, warranties and covenants of Purchaser Buyer contained herein in this Agreement shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date; 8.2.3 Purchaser ; and Buyer shall have complied with, fulfilled performed and performed satisfied in all material respects each all covenants and agreements required to be performed and satisfied by it under this Agreement at or prior to Closing. (c) Buyer shall have executed and delivered counterpart signatures (where applicable) to the Closing Documents. (d) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, the Transaction contemplated by this Agreement. (e) The Seller shall have received the acceptance of the covenants, terms and conditions TSXV to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of complete the transactions contemplated by this Contract or declare illegalhereby. (f) Buyer shall deliver to Seller a certificate in a form reasonably satisfactory to Seller, invalid or nonbinding any dated as of the covenants Closing and executed by a duly authorized officer or obligations of attorney-in­fact, as appropriate, to the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may effect that (a) waive any of the foregoing conditions Buyer has all requisite corporate or other power and proceed authority to Closing effect the Transaction on the Closing Date for such Seller’s Property or terms described in this Agreement and to perform its other obligations hereunder, (b) terminate this Contract with respect that all corporate and other prerequisites of any nature whatsoever have been fulfilled, and (c) certifying that all conditions to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(iesas set forth in Sections 9.1(b) identified in such termination noticeand (d) have been met.

Seller’s Conditions to Closing. Without limiting any The obligation of each Seller to sell and deliver or cause to be sold and delivered the Assets (other than the Toledo Plant Assets) and the Other Assets at the Closing to Buyer, and to consummate the other transactions contemplated hereby, is subject to the satisfaction (or waiver by such Seller) as of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment Closing of the following conditions precedent: 8.2.1 All conditions: (a) (i) each of the representations and warranties of Buyer contained in this Agreement shall be true and correct except for such failures to be true and correct (without giving effect to any Materiality Qualifiers) that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the financial condition of Buyer or the ability of Buyer to consummate the transactions hereunder, in each case on and as of the Closing Date, as though made on and as of the Closing Date (unless and to -72- <Page> the extent any such representation or warranty speaks specifically as of an earlier date, in which case, as of such earlier date); (ii) Buyer shall have performed or complied in all material respects with the obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and (iii) Buyer shall have delivered to Sellers a certificate dated the Closing Date and signed by a duly authorized officer of Buyer confirming the foregoing; (b) no injunction or order, writ, decree or judgment of any Governmental Entity of competent jurisdiction shall be in effect as of the Closing that makes illegal or restrains or prohibits the purchase and sale of the Assets or the consummation of the other transactions contemplated by this Agreement; (c) Buyer shall have executed and delivered to Sellers each of the Collateral Agreements, as applicable, and all other documents and funds instruments required to be delivered by Purchaser Buyer to such Seller at hereunder; (d) Buyer shall have delivered to Sellers properly executed resale exemption certificates containing the Closing requisite tax registration numbers for the Inventory being transferred by Sellers pursuant to this Agreement; (e) the terms and conditions hereof Acquisition shall have been delivered; 8.2.2 Each of consummated; (f) Buyer and the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser Trustee shall have complied with, fulfilled executed and performed in all material respects each of delivered to General Xxxxx and Diageo the covenants, terms Escrow Agreement; and conditions (g) the waiting period (and any extension thereof) under the HSR Act applicable to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the purchase and sale of the Arbours of Hermitage Property pursuant to this ContractAssets, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC Other Assets and the SEC has confirmed that it has no further comments to Toledo Plant Assets and the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the other transactions contemplated by this Contract Agreement and the Collateral Agreements, if not exempted under the HSR Act and applicable regulations, shall have been terminated or declare illegalshall have expired; and all other material consents of, invalid or nonbinding registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity legally required for the consummation of the covenants or obligations purchase and sale of the Purchaser. If any of Assets, the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under Other Assets and the Toledo Plant Assets and the other transactions contemplated by this Contract are not met, such Seller may (a) waive any of Agreement and the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Collateral Agreements shall have been obtained or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 filed or shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticehave occurred.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, representations and warranties and covenants of Purchaser to such Seller contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Such Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax-free exchange pursuant to Section 13.19 (and the amendment of the Arbours of Hermitage Property has informed Purchaser that such Seller's (or such Seller's affiliates') partnership or other organization documents in connection therewith (a) from Seller's unaffiliated partners, members, managers, shareholders or directors to the extent required by Seller's (or Seller's affiliates') organizational documents, and (b) as required by law. If a Seller fails to obtain any consents required by Section 8.2.4(a) hereof, and this Contract is terminated with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement respect to such Seller's limited partners. The Property and such Property is not conveyed to Purchaser because of such failures, then each Seller of the Arbours of Hermitage shall pay Purchaser its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with its Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement which this Contract has been filed with the SEC or so terminated, which damages shall not exceed $45,000 (yindividually) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to for each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired;Property so terminated; and 8.2.5 [intentionally deleted] 8.2.6 With respect to each Assumption PropertyBroadmoor and Falls on Bull Creek, the applicable Loan XXXX Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaseris approved. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 8.2.4 to a Seller’s 's obligation to close with respect to conveyance of its Property under this Contract are not metsatisfied, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or Date, (b) terminate this Contract either in its entirety or with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. If a Seller terminates this Contract with respect to its Property, the remaining Sellers may elect either to terminate this Contract or proceed to close the remaining Properties. If the conditions set forth in Section 8.2.6 is not satisfied on or before the Closing Date, then Sellers shall have the rights set forth in Section 4.6.3. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Seller's Representative to Purchaser by 12:00 p.m. on (of the time zone in which the Escrow Agent is located) of the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeDate.

Seller’s Conditions to Closing. Without limiting any of Seller shall not be obligated to proceed with the rights of any Seller elsewhere provided for Closing (nor shall Purchaser, as further described in this Contract, Section 9.1(d) below) unless and until each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedenthas been fulfilled or waived in writing by Seller: 8.2.1 All (a) There shall have been no uncured breach of any material representation or warranty given by Purchaser herein; (b) Purchaser shall have substantially performed all covenants and other obligations to be performed by it under this Agreement (including, without limitation, delivery to Escrow Agent of the documents full balance of the Purchase Price), subject to any applicable notice and funds cure period provided for herein other than the obligations required to be delivered performed by Purchaser at Closing, which must be fully performed by Purchaser at Closing; (c) There shall be no litigation or proceeding pending before any state, federal or local court, tribunal, arbitrator, mediator or any other forum or governmental agency which would be reasonably likely to have a material adverse effect on Seller at or Seller’s ability to convey the Closing pursuant Property to Purchaser; and (d) GECC shall have approved the terms of this Agreement in writing (without any unreasonable conditions or restrictions unless approved in writing by Seller and Purchaser, such approval not to be unreasonably withheld, delayed or conditioned, it being understood and agreed that any condition or restriction which would adversely affect Purchaser’s rights or obligations under this Agreement, including without limitation the requirement that Purchaser pay any sums or incur any costs in connection with such approval, shall be deemed an unreasonable condition). In the event that written evidence of such approval has not been obtained by Seller and delivered to Purchaser within five (5) business days following the Effective Date, then either Seller or Purchaser shall have the option to terminate this Agreement by written notice to the terms other upon which this Agreement shall terminate in which event the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of the Seller being required and conditions hereof notwithstanding any contrary instructions which may be provided by Seller to Escrow Agent, and neither party shall have been delivered; 8.2.2 Each any further rights, obligations or liabilities hereunder, except for the obligations that expressly survive the expiration or termination of this Agreement. In the event that either of the representations, warranties and covenants of Purchaser contained herein shall be true conditions set forth in all material respects Section 9.1(a) or 9.1(b) above has not been either fulfilled or waived in writing by Seller as of the Closing Date; 8.2.3 Purchaser Date (as extended by cure or by the Extension Option in each case pursuant to Section 7.1 hereof), then Seller shall be entitled to terminate this Agreement and receive the Xxxxxxx Money, as provided in Section 12.1 below, in which case except as specifically provided otherwise in this Agreement, the parties shall have complied withno further obligations to each other under this Agreement. Notwithstanding the foregoing, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of event that the Arbours of Hermitage Property has informed Purchaser that condition set forth in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”Section 9.1(c) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller above has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC satisfied or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such waived in writing by both Seller and a period Purchaser as of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property (as extended by cure or (b) by the Extension Option in each case pursuant to Section 7.1 hereof), then either Seller or Purchaser shall be entitled to terminate this Contract with respect Agreement upon notice to its Propertythe other party, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 whereupon the Xxxxxxx Money shall be exercised by written notice from Sellers’ Representative returned to Purchaser by 12:00 p.m. on and except as specifically provided otherwise in this Agreement, the Closing Date for such Property. If a Seller terminates parties shall have no further obligations to each other under this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeAgreement.

Seller’s Conditions to Closing. Without limiting any The obligation of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of consummate the transactions contemplated by this Contract Agreement is, unless waived by Seller, subject to the fulfillment, on or declare illegalbefore the Closing, invalid or nonbinding any of each of the covenants following conditions: (a) No injunction or obligations of the Purchaser. If any of the foregoing conditions restraining order shall be in Sections 8.2.1 through 8.2.6 effect which prohibits, restricts or enjoins, and no suit, action or proceeding shall be pending which seeks to a Seller’s obligation to close prohibit, restrict, enjoin, nullify, seek material damages with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any or otherwise materially adversely affect the consummation of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or transactions contemplated hereby; (b) terminate All covenants of each member of the Purchasing Group under this Contract with respect Agreement to its Propertybe performed prior to the Closing shall have been performed in all material respects, andexcept to the extent attributable to actions expressly permitted or consented to by Seller in writing; (c) Seller shall have received a certificate, if such failure constitutes a default executed by each of the President and Secretary of Purchaser, exercise Lori and ARTRA, and each of the Managers, Franco, Xxxvey axx Xxrner (effective as of the Clxxxxx), xxx xx form xxx xontent reasonably acceptable to Seller, certifying the truth and accuracy of the representations and warranties of each contained herein; (d) Seller shall have received from Purchaser, Lori and ARTRA a certificate from the Department xx Xtate of the state of incorporation of each to the effect that each of Purchaser, Lori and ARTRA are in good standing in such state; (e) The Bankruptcy Court Approval Order shall have been entered; all material statutory requirements for the valid consummation by Purchaser of the transactions herein described shall have been fully and timely satisfied; all material authorizations, approvals or waivers of any federal or state regulatory body shall have been obtained in order to permit consummation by Purchaser of the transactions herein described, and/or to permit Purchaser to assume the Business at the Closing; and no action or proceeding to suspend, revoke, cancel, terminate, modify or alter any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 such authorizations, approvals or waivers shall be exercised pending or threatened; (f) Seller shall have received all certificates, instruments, agreements and other documents to be delivered by written notice from Sellers’ Representative to Purchaser each member of the Purchasing Group at or before Closing as provided in this Agreement and a certificate signed individually or by 12:00 p.m. on an officer of each member of the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2Purchasing Group, then as the provisions of Section 13.33 shall apply case may be, confirming the matters set forth in paragraphs (a), (b) and (e) (other than with respect to the Property(iesBankruptcy Court Approval Order) identified above; (g) [Intentionally Omitted] (h) The Purchasing Group shall tender to Seller the Closing Payment, after taking into account any mutually agreed upon Closing Adjustments, in such termination noticeimmediately available funds by federal funds check or certified check or bank wire to an account designated by Seller; and (i) Seller shall have received all the documentation required to be delivered to it pursuant to the provisions of this Agreement, in form and content reasonably satisfactory to Seller and its Counsel.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to sell the Property and close with respect to conveyance of its Property under this Contract shall be subject to and escrow hereunder is conditioned upon the fulfillment following: (a) Buyer shall have performed, observed and complied in all material respects with all of the following conditions precedent:covenants and agreements required by this Agreement to be performed, observed and complied with by it within the applicable time period set forth herein for performance of such covenants and agreements. 8.2.1 All (b) Not later than June 6, 2006, the Board of Directors of Seller shall have approved the purchase and sale transaction and leaseback transaction described in this Agreement and in the Lease attached hereto. Seller makes no representation or warranty as to whether the Board of Directors of Seller will issue such approval. Promptly after the Board of Directors of Seller approves or disapproves the purchase and sale transaction and leaseback transaction described in this Agreement and in the Lease attached hereto, Seller shall notify Buyer (verbally or in writing) of such decision. If the condition set forth in Section 2.3(a) above is not satisfied within the time period prescribed in such Section, then Seller may terminate this Agreement by written notice to Buyer. In the event of the documents and funds required to be delivered termination of this Agreement by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representationsimmediately preceding sentence, warranties and covenants of Purchaser contained herein the Deposit shall be true released to and retained by Seller as liquidated damages (as provided in Section 1.2(b)(iii) hereof), and all material respects as obligations and liabilities of Seller and Buyer under this Agreement (except such obligations and liabilities that expressly survive termination of this Agreement) shall terminate. If the condition set forth in Section 2.3(b) above is not satisfied within the time period prescribed in such Section, then Seller shall be deemed to have elected to terminate this Agreement, in which event this Agreement shall terminate, all obligations under this Agreement shall cease (except for any obligations that expressly survive the termination of this Agreement), Buyer shall be entitled to the prompt return of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed Initial Deposit (together with all interest accrued thereon while in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”escrow) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of reimburse Buyer, within ten (10) Business Days after the Information Statement has been filed days following receipt of a written invoice or statement and reasonable supporting documentation, for Buyer’s verified out-of-pocket expenses, not to exceed Fifteen Thousand Dollars ($15,000), incurred by Buyer in connection with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction its investigations of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s It is a condition to Sellers’ obligation to close with respect proceed to conveyance of its Property under this Contract shall be subject Closing and to and conditioned upon consummate the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representationstransactions contemplated hereby, warranties and covenants of Purchaser contained herein shall be true in all material respects that, as of the Closing Date; 8.2.3 Purchaser , (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer shall have complied with, fulfilled and performed in all material respects each all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 12 hereof; (v) the Lender shall have executed and delivered to Escrow Holder the Loan Assumption Documents; (vi) the Lender has approved the transfer of the covenants, terms Property and conditions to be complied with, fulfilled the Loan Assumption; (vii) the Loan Assumption shall provide for a full and complete release of Sellers and any principals or performed by Purchaser hereunder; 8.2.4 The guarantors of Seller of the Arbours of Hermitage Property has informed Purchaser that who have executed any guaranties or indemnities in connection with the sale Loan from all obligations and liabilities under the Loan or the Loan Documents accruing or arising on and after the Closing Date; and (viii) all third party agreements, consents and approvals necessary to effect assignment and assumption of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partnersBond Lease Documents shall have been obtained. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a If any condition to the Seller of the Arbours of Hermitage Property closing Sellers’ obligations hereunder that (A) either (x) such Seller has set forth in this Agreement is not received fulfilled, including any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodcondition not set forth in this Section 11(c), such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property then Sellers shall have occurred; and 8.2.6 There shall not be any pending litigation whichthe right to terminate this Agreement by written notice to Buyer, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or in which event all obligations of the Purchaser. If any of parties hereto shall thereupon cease (except for those which survive the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The early termination of this Contract by any Seller pursuant to Agreement as expressly set forth herein) and this Section 8.2 Agreement shall thereafter be of no further force and effect, and Sellers shall be exercised by written notice from Sellers’ Representative entitled to Purchaser by 12:00 p.m. on the Deposit in accordance with Section 14(a) of this Agreement if Buyer failed to consummate the Closing Date for such Property. If a Seller terminates this Contract when required with respect all Buyer’s conditions precedent to this Section 8.2Closing having been satisfied, then but otherwise the provisions of Section 13.33 Deposit shall apply with respect be returned to the Property(ies) identified in such termination noticeBuyer.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.19 (and the amendment of the Arbours of Hermitage Property has informed Purchaser that Seller's (or Seller's affiliates') partnership or other organizational documents in connection with the sale of the Arbours of Hermitage Property pursuant to this Contracttherewith), the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”a) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such from Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition , members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller's (Aor Seller's affiliates') either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurredas required by law; and 8.2.6 8.2.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; 8.2.6 The HAP Voucher Approval is obtained and the HAP Voucher Assumption occurs. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 (except Section 8.2.6) to a Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this If the condition set forth in Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. 8.2.6 is not met on or before the Closing Date for such Property. If a Seller terminates (as extended pursuant to Section 5.1), then this Contract with respect shall terminate and, if Purchaser is not in default of its obligations hereunder, including, without limitation, its obligations under Section 4.8, the Deposit shall be returned to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticePurchaser.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant are subject to the terms and conditions hereof shall have been delivered; 8.2.2 Each satisfaction at or prior to the Closing, or waiver in writing by Seller, of the representationsfollowing conditions: (a) All representations and warranties of Buyer contained in this Agreement, warranties and covenants of Purchaser contained herein to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date; 8.2.3 Purchaser ; and Buyer shall have complied with, fulfilled performed and performed satisfied in all material respects each of the covenants, terms all covenants and conditions agreements required to be complied performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the purchase and sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Agreement. (c) All consents and approvals required of any third party or declare illegalGovernmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, invalid except consents and approvals of assignments by Governmental Authorities or nonbinding any third parties that are customarily obtained after Closing, shall have been received or waived in writing, or the necessary waiting period shall have expired, or early termination of the covenants waiting period shall have been granted. (d) If requested by Seller, Buyer shall have provided Seller evidence satisfactory to Seller that Buyer, as of Closing (i) is qualified to do business and to own the Assets in all jurisdictions in which the Assets are located and (ii) has posted all bonds required by any Governmental Authority or other body to own and operate the Assets. (e) The aggregate adjustments to the Base Purchase Price attributable to Title Defects, Casualty Defects and Open Defects shall not have exceeded the Termination Threshold. (f) Buyer shall have performed its obligations of the Purchaser. If any of the foregoing conditions set forth in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Section 10.5. (g) Buyer and Seller may (a) waive any of the foregoing conditions and proceed to Closing on shall have executed the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies Settlement Statement defined under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice10.3.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant are subject to the terms and conditions hereof shall have been delivered; 8.2.2 Each satisfaction at or prior to the Closing, or waiver in writing by Seller, of the representations, following conditions: (a) All representations and warranties and covenants of Purchaser Buyer contained herein in this Agreement shall be true and correct in all material respects (without regard to materiality or similar qualifiers), in each case as if such representations and warranties were made at and as of the Closing Date; 8.2.3 Purchaser Date (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date); and Buyer shall have complied with, fulfilled performed and performed satisfied in all material respects each of the covenants, terms all covenants and conditions agreements required to be complied with, fulfilled performed and satisfied by it under this Agreement at or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition prior to the Seller of the Arbours of Hermitage Property closing obligations hereunder that Closing. (Ab) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC No injunction, order or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain award enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Contract Agreement shall have been issued by a Governmental Authority and remain in force. (c) All material consents and approvals required of Governmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transactions contemplated by this Agreement, except consents and approvals of assignments by Governmental Authorities that are customarily obtained after the Closing (including, for purposes of clarity, Customary Consents), shall have been received or declare illegalwaived in writing, invalid or nonbinding any the necessary waiting period shall have expired, or early termination of the covenants or obligations waiting period shall have been granted. (d) Buyer shall have provided Seller evidence satisfactory to Seller that Buyer, as of the Purchaser. If Closing (i) is qualified to do business and to own and operate the Assets in all jurisdictions in which the Assets are located and (ii) has posted all bonds and obtained all insurance required by any of Governmental Authority or other body to own and operate the foregoing conditions in Sections 8.2.1 through 8.2.6 Assets or by any applicable operating agreement. (e) The aggregate adjustments to a Seller’s obligation the Base Purchase Price attributable to close with respect to conveyance of Title Defects and Environmental Defects shall not have exceeded the Mutual Termination Threshold and Seller has not exercised its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies termination right under Section 10.1. 7.7(b). (f) Buyer shall have performed its obligations set forth in Section 10.5. (g) The termination of this Contract transaction contemplated by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply Samson PSA with respect to the Property(ies) identified in such termination noticeAssets shall have closed.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein Purchaser's Representations shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.19 (and the amendment of the Arbours of Hermitage Property has informed Purchaser that Seller's (or Seller's affiliates') partnership or other organizational documents in connection with the sale of the Arbours of Hermitage Property pursuant to this Contracttherewith), the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”a) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such from Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition , members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller's (Aor Seller's affiliates') either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurredas required by law; and 8.2.6 8.2.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; 8.2.6 [Intentionally deleted]. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any The obligation of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation Sellers to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of consummate the transactions contemplated by this Contract Agreement is subject to the fulfillment, or declare illegalwaiver by the Sellers, invalid of all of the following conditions on or nonbinding prior to the Closing, upon the non- fulfillment of any of which this Agreement may, at the covenants or Sellers’ option, be terminated pursuant to and with the effect set forth in Article III, Section P.6. below: (i) All of the representations and warranties made by S & S in this Agreement will be true and correct as of the date hereof and true and correct as of the Closing; (ii) All of the agreements, covenants, and obligations of S & S, Williams, Beggs, and Xxx. Xxxxxxxx will be performed hereunder through and including the PurchaserClosing, and neither S & S, Williams, Beggs, nor Xxx. If Xxxxxxxx will be in breach of any agreement, covenant, or obligation hereunder at any time prior to and including the Closing; (iii) S & S will have delivered the Buyer’s Deliverables to the Escrow Agent at the required time prior to the Closing; (iv) Neither S & S, Williams, Beggs, nor Xxx. Xxxxxxxx will have taken any action, directly or indirectly, to frustrate the purpose of this Agreement prior to or as of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a SellerClosing; (v) No party will have challenged the legal validity of the City’s obligation to close with respect to conveyance of its Property under this Contract are interest in the Northern Line prior to the Closing; (vi) The Seventh Judicial District Court will have made findings of fact and conclusions of law in the Stipulation and Order for Dismissal, to be effective pending the Closing, confirming the City is not met, such Seller may (a) waive in violation of any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply laws with respect to the Property(iesconveyance of its interest in the Northern Line and the appraisal and bid process; (vii) identified All STB authorizations required for this transaction shall have been obtained, shall have become effective, and shall not have been stayed at the time of Closing; and (viii) That with respect to each Seller, the other Seller will also be Closing on the Closing; Any waiver by the Sellers of a Condition to Closing is binding on the Sellers as long as the Closing occurs; provided, however, that, notwithstanding the foregoing, any waiver related to breaches by S & S, Xxxxxxxx, or Xxxxx of covenants described in such termination noticeArticle III, Sections I., L., and M. shall not be waived as legal claims post-Closing solely by reason of the Sellers’ waiver of breaches of those covenants for the purpose of the Closing.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation or, to the knowledge of either Purchaser or either Seller, any litigation threatened, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of Purchaser; 8.2.5 Purchaser shall have not terminated this Contract in accordance with the Purchaserterms hereof; and 8.2.6 The Loan Assumption and Release or the Loan Payoff shall have occurred. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a each Seller’s obligation obligations to close with respect to the conveyance of its Property the Properties under this Contract are not met, such Seller Sellers may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or Date, (b) terminate this Contract with respect to its PropertyContract, and, or (c) if such failure constitutes a default by Purchaser, exercise any of its remedies under pursuant to Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to may file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to of distribute the Information Statement to such Seller's limited partners. The Seller of shall have the Arbours of Hermitage Property shall promptly option to file the Information Statement with the SEC after at any time prior to the Effective Date expiration of the Feasibility Period and thereafter shall use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property Seller’s closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property Neither Purchaser nor any member of Purchaser shall have occurredbe a debtor in any bankruptcy proceeding; and 8.2.6 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation 's obligations to close with respect to the conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or Date, (b) terminate this Contract with respect to its PropertyContract, and, or (c) if such failure constitutes a default by Purchaser, exercise any of its remedies under pursuant to Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect due to this a failure of the condition set forth in Section 8.28.2.4, then Seller shall reimburse Purchaser for Purchaser’s actual and verifiable third party costs and expenses incurred in connection with its performance of its obligations under this Contract for its negotiation of this Contract, conduct of due diligence, loan commitment fees and closing preparations, if applicable, not to exceed $100,000 in the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeaggregate.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.19 (and the amendment of the Arbours of Hermitage Property has informed Purchaser that Seller's (or Seller's affiliates') partnership or other organizational documents in connection with the sale of the Arbours of Hermitage Property pursuant to this Contracttherewith), the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”a) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such from Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition , members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller's (Aor Seller's affiliates') either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurredas required by law; and 8.2.6 8.2.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. ; If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller Neither Purchaser nor any of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such SellerPurchaser's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It members shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received debtor in any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired;bankruptcy proceeding; and 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and[Intentionally omitted] 8.2.6 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation 's obligations to close with respect to the conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or Date, (b) terminate this Contract with respect to its PropertyContract, and, or (c) if such failure constitutes a default by Purchaser, exercise any of its remedies under pursuant to Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting The obligation of Seller to ------------------------------ consummate the sale of the Shares and the Preferred Stock pursuant to Section 2.2 is subject to the following conditions, any of which may be waived by Seller in its sole discretion: (a) All waiting periods under the rights of any Seller elsewhere HSR Act applicable to the transaction provided for in this Contract, each Seller’s obligation herein shall have expired or been terminated; (b) Seller shall sell and convey the Real Property to close with respect to conveyance of its Properties Corporation and Properties Corporation shall purchase the Real Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms Agreement of Sale concurrently with the Closing under this Agreement; (c) Parent shall have paid the aggregate purchase price for the Shares and the Preferred Stock; (d) All material conditions hereof precedent to the consummation of the Merger shall have been deliveredsatisfied or waived by Parent; 8.2.2 Each (e) The representations and warranties of the representations, warranties and covenants of Purchaser contained herein Parent set forth in this Agreement shall be true and correct in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for with the same effect as if made on and as of such Seller’s Property or date; (bf) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on On the Closing Date for such Property. If Date, the Company shall not have terminated the Merger Agreement due to a material breach by Parent or Parent's failure to comply with a material obligation thereunder; (g) On the Closing Date, there shall not be in effect any injunction, writ or order issued by a court or agency of competent jurisdiction directing that the transactions provided herein not be consummated; and (h) On the Closing Date, the releases of Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified Purchase Agreement, the Option Agreement and the Memorandum given by the Company in such termination noticethe Merger Agreement and by Diversified, Xxxxxx, and Xxxxxxx Xxxxxx in the Xxxxxx Stock Purchase Agreement shall have become effective in accordance with their terms.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.18 (and the amendment of the Arbours of Hermitage Property has informed Purchaser that Seller's (or Seller's affiliates') partnership or other organizational documents in connection with the sale of the Arbours of Hermitage Property pursuant to this Contracttherewith), the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”a) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such from Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition , members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller's (Aor Seller's affiliates') either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expiredas required by law; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be pending or, to the knowledge of either Purchaser or Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; and 8.2.6 The Loan Assumption and Release shall have occurred. Notwithstanding anything to the contrary, there are no other conditions on Seller's obligation to Close except as expressly set forth in this Section 8.2. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 8.2.1. All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 8.2.2. Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 8.2.3. Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The 8.2.4. Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.18 (and the amendment of the Arbours of Hermitage Property has informed Purchaser that Seller’s (or Seller’s affiliates’) partnership or other organizational documents in connection with the sale of the Arbours of Hermitage Property pursuant to this Contracttherewith), the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”a) pursuant to Rule 14(c) of the Securities Exchange Act of 1934from Seller’s partners, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller’s (Aor Seller’s affiliates’) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurredas required by law; and 8.2.6 8.2.5. There shall not be pending or, to the knowledge of either Purchaser or Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; 8.2.6. The Housing Authority has not rejected Purchaser’s application for the HAP Assumption. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 (except Section 8.2.6) to a Seller’s obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this because of the failure of the condition set forth in Section 8.28.2.4, then Seller shall pay to Purchaser $25,000.00 as liquidated damages (which amount shall be Purchaser’s sole and exclusive recoverable amount for the provisions failure of the condition set forth in Section 13.33 8.2.4 to occur). If the condition set forth in Section 8.2.6 is not met on or before the Closing Date (as extended pursuant to Section 5.1), then this Contract shall apply with respect terminate and, if Purchaser is not in default of its obligations hereunder, including, without limitation, its obligations under Section 4.8, the Deposit shall be returned to the Property(ies) identified in such termination noticePurchaser.

Seller’s Conditions to Closing. Without limiting any The obligation of Seller to sell and deliver the Assets to Buyer is subject to the satisfaction as of the rights Closing of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent:(all or any of which may be waived in whole or in part by Seller in its sole discretion): 8.2.1 All (i) The representations and warranties of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein Buyer made in this Agreement shall be true and correct in all material respects as of the Closing Date; 8.2.3 Purchaser , as though made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), and Buyer shall have performed or complied with, fulfilled and performed in all material respects each with the obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the covenantsClosing; and Buyer shall have delivered to Seller a certificate dated the Closing Date and signed by the President or a Vice President of Buyer confirming the foregoing. (ii) No Law or Order shall be in effect as of the Closing which restrains, prohibits or otherwise makes illegal the purchase and sale of the Assets. (iii) Buyer shall have all funds available to close consistent with Section 4. (iv) Buyer shall close this transaction concurrently with closing the acquisition under the Asset Purchase Agreement with WRI that is executed concurrently herewith. (v) Buyer has raised the requisite cash in order to close this transaction pursuant to the terms and conditions of this Agreement. (vi) Buyer shall have furnished to be complied with, fulfilled or performed by Purchaser hereunder;Seller: 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction A Certificate of the SEC President of Buyer certifying that (i) the President is authorized to execute this Agreement on behalf of Buyer, and that (ii) Seller is duly incorporated and in good standing under the SEC has confirmed that it has no further comments to laws of the Information Statement and State of Delaware; (B) thereafter the Information Statement has been delivered to each A certified copy of the limited partners resolutions adopted by the board of such Seller directors of Buyer authorizing the execution, delivery and a period performance of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, this Agreement by the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurredPresident of Buyer; and 8.2.6 There (vii) Buyer shall not be any pending litigation which, if adversely determined, would restrain have agreed on a new lease for the consummation of any Premises in the form of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.Commercial Lease Agreement attached hereto as Exhibit D.

Seller’s Conditions to Closing. Without limiting any The obligation of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect Stockholder to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of consummate the transactions contemplated by this Contract Agreement is, unless waived by Seller, subject to the fulfillment, on or declare illegalbefore the Closing, invalid or nonbinding any of each of the covenants following conditions: (a) No third party injunction or obligations of the Purchaser. If any of the foregoing conditions restraining order shall be in Sections 8.2.1 through 8.2.6 effect which prohibits, restricts or enjoins, and no suit, action or proceeding shall be pending which seeks to a Seller’s obligation to close prohibit, restrict, enjoin, nullify, seek material damages with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any or otherwise materially adversely affect the consummation of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or transactions contemplated hereby; (b) terminate All covenants of Purchaser under this Contract with respect Agreement to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant be performed prior to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2shall have been performed in all material respects, then the provisions of Section 13.33 shall apply with respect except to the Property(iesextent attributable to actions expressly permitted or consented to by Seller in writing; or otherwise waived (c) identified At the Closing, Seller shall have received a certificate, executed by the President and Secretary of the Purchaser (effective as of the Closing), and in form and content reasonably acceptable to Seller, certifying the truth and accuracy of the representations and warranties of the Purchaser herein contained. (d) Seller shall have received from Purchaser a certificate from the Department of State of the State of Delaware to the effect that Purchaser is in good standing in such termination noticestate; (e) All material authorizations, approvals or waivers of any federal or state regulatory bodies shall have been obtained; (f) Seller shall have received all certificates, instruments, agreements and other documents to be delivered at or before Closing as provided in this Agreement and a certificate signed by an officer of Purchaser confirming the matters set forth in paragraphs (a), (b), (c) and (e) above; and (g) Purchaser shall tender to Seller the Purchase Price required to be paid at Closing in immediately available funds by check or bank wire to an account or accounts designated by Seller.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.19 (and the amendment of Seller's (or Seller's affiliates') partnership or other organizational documents in connection therewith), (a) from Seller's partners, members, managers, shareholders or directors to the extent required by Seller's (or Seller's affiliates') organizational documents (collectively referred to as Required Partnership Consents"), and (b) as required by law. Seller agrees to notify Purchaser in writing at least 2 days prior to the expiration of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Feasibility Period whether Seller has received comments from the SEC within all Required Partnership Consents. At such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed time as Seller notifies Purchaser in writing that it has no further comments received all Required Partnership Consents, then the conditions in this Section 8.2.4 relating to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property all Required Partnership Consents shall have occurredbe satisfied; and 8.2.6 8.2.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant are subject to the terms and conditions hereof shall have been delivered; 8.2.2 Each satisfaction at or prior to the Closing, or waiver in writing by Seller, of the representationsfollowing conditions: (a) All representations and warranties of Buyer contained in this Agreement, warranties and covenants of Purchaser contained herein to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date; 8.2.3 Purchaser ; and Buyer shall have complied with, fulfilled performed and performed satisfied in all material respects each of the covenants, terms all covenants and conditions agreements required to be complied performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the purchase and sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Agreement. (c) All consents and approvals required of any third party or declare illegalGovernmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, invalid except consents and approvals of assignments by Governmental Authorities or nonbinding any third parties that are customarily obtained after Closing, shall have been received or waived in writing, or the necessary waiting period shall have expired, or early termination of the covenants waiting period shall have been granted. (d) If requested by Seller, Buyer shall have provided Seller evidence satisfactory to Seller that Xxxxx, as of Closing (i) is qualified to do business and to own the Assets in all jurisdictions in which the Assets are located and (ii) has posted all bonds required by any Governmental Authority or other body to own and operate the Assets. (e) The aggregate adjustments to the Base Purchase Price attributable to Title Defects, Environmental Defects, Casualty Defects and Open Defects shall not have exceeded the Termination Threshold. (f) Buyer shall have performed its obligations of the Purchaser. If any of the foregoing conditions set forth in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Section 10.5. (g) Xxxxx and Seller may (a) waive any of the foregoing conditions and proceed to Closing on shall have executed the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies Settlement Statement defined under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice10.3.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 9.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 9.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 9.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed 9.2.4 Neither Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Sellernor Purchaser's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It Manager shall be a condition debtor in any bankruptcy proceeding; 9.2.5 Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 14.18 (and the amendment of Seller's (or Seller's affiliates') partnership or other organizational documents in connection therewith) (a) from Seller's partners, members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller's (Aor Seller's affiliates') either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurredas required by law; and 8.2.6 9.2.6 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing against Purchaser, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s 's obligation to close set forth in Sections 9.2.1, 9.2.2, 9.2.3, 9.2.4, or 9.2.6 with respect to the conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or Date, (b) terminate this Contract with respect to its PropertyContract, and, or (c) if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property11.1. If a Seller terminates this Contract with respect the condition to this Seller's obligation to close set forth in Section 8.2, then the provisions of Section 13.33 shall apply 9.2.5 with respect to the Property(iesconveyance of the Property under this Contract is not met and Seller has not delivered the SEC Notification to Purchaser, Seller may (a) identified waive such condition and proceed to Closing on the Closing Date, or (b) terminate this Contract. If the condition to Seller's obligation to close set forth in Section 9.2.5 with respect to the conveyance of the Property under this Contract is not met, and Seller has delivered the SEC Notification to Purchaser, then Seller may (a) waive such termination noticecondition and proceed to Closing on the Closing Date, or (b) terminate this Contract, in which event the Deposit shall be returned to Purchaser, and Seller shall pay Purchaser its direct and actual out-of-pocket expenses (documented by paid invoices to third parties) in connection with this transaction, in an amount not to exceed $75,000.00, and reimburse Purchaser for its rate lock fee in an amount not to exceed 1% of Purchaser's loan amount. Upon the request of Seller, Purchaser agrees that it shall promptly deliver to Seller an assignment of all of Purchaser's right, title and interest in and to (together with possession of) all plans, studies, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Seller pursuant to the preceding sentence.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of shall have received all consents, documentation and approvals necessary to consummate and facilitate the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission transactions contemplated hereby (the “SEC”a) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such from Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition , members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller's (Aor Seller's affiliates') either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expiredas required by law; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be pending or, to the knowledge of either Purchaser or Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; 8.2.6 The Loan Assumption and Release shall have occurred; and 8.2.7 All consents, approvals and agreements required for the XXXX Assumption shall have been obtained and any such consents, approvals and agreements relating thereto which impose additional obligations on Seller shall be reasonably acceptable to Seller and the XXXX Assumption occurs. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect because of the failure of the condition set forth in Section 8.2.4 or if Seller terminates this Contract because the terms and conditions of the XXXX Assumption are not acceptable to this Seller as set forth in Section 8.28.2.7, then Seller shall reimburse Purchaser for its actual out-of-pocket expenses incurred through the provisions date of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticein connection with the transaction contemplated by this Contract (in no event to exceed $50,000.00) plus any non-refundable deposits or fees paid by Purchaser in connection with the Loan Assumption and Release or the XXXX Approval (in no event to exceed $100,000) and Purchaser shall deliver to Seller copies of any and all third-party reports prepared for Purchaser in connection therewith; provided, however, that if such failure constitutes a default by Purchaser, Seller shall not be required to reimburse Purchaser.

Seller’s Conditions to Closing. Without limiting any The performance by the Sellers of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract their obligations hereunder shall be subject to and conditioned upon the fulfillment satisfaction or waiver (at the absolute discretion of the Sellers) of the following conditions precedent: 8.2.1 All (a) The representations and warranties of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein Purchasers set forth in Article V shall be true and correct as of the Closing Date, subject to any qualifications as to Knowledge, materiality or otherwise therein set forth, except where the failure of such representations or warranties, individually or collectively, to be true and correct (without regard to qualifications or materiality contained in all material respects such representations and warranties) would not reasonably be likely to result in a Purchaser Material Adverse Effect; it being understood that nothing set forth herein shall, affect Sellers right to indemnity pursuant to Article VI for any breach of a representation of warranty as a result of any representation or warranty not being true and correct as of the Closing Date; 8.2.3 Purchaser (b) The Purchasers shall have delivered the Note; (c) The Purchasers shall have performed and complied with, fulfilled and performed with all of the covenants hereunder in all material respects each through the Closing, including, but not limited to, all of the covenants, terms and conditions their covenants to be complied with, fulfilled performed at or performed by Purchaser hereunderprior to the Closing as set forth in Article VI; 8.2.4 The Seller (d) All consents and approvals of third parties necessary in order for Purchasers to consummate the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to transactions contemplated by this ContractAgreement shall have been obtained; (e) No action, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934suit, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It or proceeding shall be a condition to pending or threatened against either Purchaser or the Seller of the Arbours of Hermitage Property closing obligations hereunder that Purchaser Guarantor before any court or quasi-judicial or administrative Governmental Authority or before any arbitrator wherein an unfavorable Order would (Ai) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the prevent consummation of any of the transactions contemplated by this Contract Agreement or declare illegal, invalid or nonbinding (ii) cause any of the covenants transactions contemplated by this Agreement to be rescinded following consummation; (f) There shall have been no Requirement of Law or obligations Order promulgated, enacted, entered or enforced by any Government Authority that shall remain in effect that restrains, prohibits or delays the performance of this Agreement; (g) The Purchasers shall have delivered to the Sellers a certificate of their respective chief executive officers to the effect that each of the Purchaser. If any of the foregoing conditions specified above in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may clauses (aa)-(e) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant Section 7.3 is satisfied in all respects; and (h) The applicable Transaction Documents shall have been executed and delivered to this Section 8.2 the Sellers and all agreements, certificates and other documents delivered to the Sellers hereunder shall be exercised by written notice from in form and substance reasonably satisfactory to counsel for the Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.19 (and the amendment of the Arbours of Hermitage Property has informed Purchaser that Seller's (or Seller's affiliates') partnership or other organizational documents in connection with the sale of the Arbours of Hermitage Property pursuant to this Contracttherewith), the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”a) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such from Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition , members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller's (Aor Seller's affiliates') either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurredas required by law; and 8.2.6 8.2.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. ; If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, and if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any If Seller pursuant is unable to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply close with respect to the Property(ies) identified conveyance of the Property under this Contract as a result of a failure to meet the conditions in such termination noticeSection 8.2.4, Purchaser shall be entitled to a return of Purchaser's Deposit.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant are subject to the terms and conditions hereof shall have been delivered; 8.2.2 Each satisfaction at or prior to the Closing, or waiver in writing by Seller, of the representationsfollowing conditions: (a) All representations and warranties of Buyer contained in this Agreement, warranties and covenants of Purchaser contained herein to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date; 8.2.3 Purchaser ; and Buyer shall have complied with, fulfilled performed and performed satisfied in all material respects each of the covenants, terms all covenants and conditions agreements required to be complied performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the purchase and sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Agreement. (c) All consents and approvals required of any third party or declare illegalGovernmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, invalid except consents and approvals of assignments by Governmental Authorities or nonbinding any third parties that are customarily obtained after Closing, shall have been received or waived in writing, or the necessary waiting period shall have expired, or early termination of the covenants waiting period shall have been granted. (d) If requested by Seller, Buyer shall have provided Seller evidence satisfactory to Seller that Buyer, as of Closing (i) is qualified to do business and to own the Assets in all jurisdictions in which the Assets are located and (ii) has posted all bonds required by any Governmental Authority or other body to own and operate the Assets. (e) Buyer and NSE, as the case may be shall have performed its obligations set forth in Section 9.6. (f) Buyer shall have executed the Closing Settlement Statement defined under Section 9.4. (g) All representations and warranties of NSE contained in this Agreement, to the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close extent qualified with respect to conveyance materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects, in each case as if such representations and warranties were made at and as of its Property the Closing Date; and NSE shall have performed and satisfied in all material respects all covenants and agreements required to be performed and satisfied by it under this Contract are not met, such Seller may Agreement at or prior to the Closing. (ah) waive any No NSE Material Adverse Condition shall have occurred and be continuing. (i) NSE shall have complied with Section 13.5 hereof in all respects. (j) The shareholders of NSE in a general meeting shall have passed one or more resolutions approving of (i) the acquisition of the foregoing conditions Assets as contemplated by this Agreement and proceed (ii) the issuance of the Shares to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeMHR.

Seller’s Conditions to Closing. Without limiting any Subject to Section 7.4, the obligation of the rights of any Seller elsewhere provided for in this Contract, Sellers to consummate each Seller’s obligation to close with respect to conveyance of its Property under this Contract Closing shall be subject to and conditioned upon the fulfillment satisfaction of each of the following conditions precedent: 8.2.1 All relative to the Assets to be conveyed at such Closing, any or all of which may be waived in whole or in part by any Seller (it being understood and agreed that if Sellers elect to consummate the transactions contemplated herein, then, as to each transaction that is consummated, each of the documents and funds required following conditions precedent shall be conclusively deemed to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered;satisfied): 8.2.2 (a) Each of the representations, Purchasers’ representations and warranties and covenants of Purchaser contained herein set forth in this Agreement shall be true correct in all material respects as of the Closing Date;, and Purchasers shall deliver to Sellers a certificate to such effect dated as of the Closing Date. 8.2.3 Purchaser (b) Purchasers shall have complied with, fulfilled and performed in delivered all material respects each of the covenantsitems required under Section 3.5. (c) No judgment, terms and conditions to be complied withorder, fulfilled injunction or performed decree issued by Purchaser hereunder; 8.2.4 The Seller any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the Arbours of Hermitage Property has informed Purchaser that in connection with transactions contemplated by this Agreement or the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It Transaction Documents shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC in effect and no statute, rule, regulation, order, injunction or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments decree shall have been addressed to the satisfaction of the SEC and the SEC has confirmed enacted, promulgated or enforced by any Governmental Authority that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain prohibits or makes illegal the consummation of any of the transactions contemplated by this Contract Agreement or declare illegal, invalid or nonbinding any the Transaction Documents. (d) Sellers shall have obtained each of the covenants Seller Required Consents set forth on Schedule 4.2(e). (e) Purchaser Parent shall have priced the Equity Issuance, and Purchaser Parent shall have subsequently received net proceeds therefrom in an amount that is not less than the Purchase Price. (f) No new litigation shall have been commenced against the Sellers following the date of this Agreement which involves one or obligations more of the Purchaser. If Assets or any Seller’s interests therein, which litigation could reasonably be anticipated to have a material adverse effect on the value of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance related Asset(s) or the rights of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeSellers thereunder.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant are subject to the terms and conditions hereof shall have been delivered; 8.2.2 Each satisfaction at or prior to the Closing, or waiver in writing by Seller, of the representationsfollowing conditions: (a) All representations and warranties of Buyer contained in this Agreement, warranties and covenants of Purchaser contained herein to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Date; 8.2.3 Purchaser ; and Buyer shall have complied with, fulfilled performed and performed satisfied in all material respects each of the covenants, terms all covenants and conditions agreements required to be complied performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the purchase and sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Agreement. (c) All consents and approvals required of any third party or declare illegalGovernmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, invalid except consents and approvals of assignments by Governmental Authorities or nonbinding any third parties that are customarily obtained after Closing, shall have been received or waived in writing, or the necessary waiting period shall have expired, or early termination of the covenants waiting period shall have been granted. (d) If requested by Seller, Buyer shall have provided Seller evidence satisfactory to Seller that Buyer, as of Closing (i) is qualified to do business and to own the Assets in all jurisdictions in which the Assets are located and (ii) has posted all bonds required by any Governmental Authority or other body to own and operate the Assets. (e) The aggregate adjustments to the Base Purchase Price attributable to Title Defects, Environmental Defects, Casualty Defects and Open Defects shall not have exceeded the Termination Threshold. (f) Buyer shall have performed its obligations of the Purchaser. If any of the foregoing conditions set forth in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Section 10.5. (g) Buyer and Seller may (a) waive any of the foregoing conditions and proceed to Closing on shall have executed the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies Settlement Statement defined under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice10.3.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract Agreement shall be subject to and conditioned upon the satisfaction and fulfillment of the following conditions precedent, provided Seller may, at its sole option, waive any or all of these conditions, in whole or in part, in writing or otherwise as provided in this Agreement: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller or Escrow Agent at the Closing pursuant to the terms and conditions hereof of Section 5.3 shall have been so delivered; 8.2.2 Each of the representations, representations and warranties and covenants of Purchaser contained herein shall be true and correct in all material respects on and as of the Closing Date; 8.2.3 Purchaser shall have complied withperformed, fulfilled and performed in all material respects respects, each of the covenants, terms and conditions covenants to be complied with, fulfilled or performed by Purchaser hereunderhereunder on or prior to the Closing Date; 8.2.4 The Seller There shall not be in force any order, decree, judgment or injunction of any Governmental Authority enjoining or prohibiting the consummation of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale Transactions or declaring illegal, invalid or nonbinding any of the Arbours of Hermitage Property pursuant to this Contract, the Seller material covenants or obligations of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) Purchaser hereunder; and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There there shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract Transactions or declare illegal, invalid or nonbinding any of the material covenants or obligations of the PurchaserPurchaser hereunder; and 8.2.5 With respect to each Property, either (i) the Required License Approvals shall have been obtained, (ii) Purchaser or its designee shall have executed an Interim Arrangement, an Assignment of Management Agreement or a Seller Interim Sublease in accordance with Section 7.1.10, or (iii) in the event that FHC (DE) LLC D/B/A Blue Harbor Senior Living or any of its Affiliates is the holder of the applicable license, X.X. Xxxxxxx Company, or any of its Affiliates acquires, prior to Closing, directly or indirectly, all or substantially all of the assets of FHC (DE) LLC D/B/A Blue Harbor Senior Living. If any of condition set forth in this Section 8.2 is not satisfied at or prior to the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not metClosing Date, such Seller may (a) waive any of the foregoing conditions (other than the condition set forth in Section 8.2.5) and proceed to Closing on the Closing Date for such Seller’s Property or Closing, (b) so long as Seller is not in default of its obligations hereunder, terminate this Contract Agreement, in which case Seller shall be entitled to receive and retain the Deposit from the Escrow Agent and neither party shall have any further obligation or liability to the other except with respect to its Propertythose provisions of this Agreement which expressly survive a termination of this Agreement, and, or (c) if such failure constitutes a default by PurchaserPurchaser hereunder, exercise any of its remedies under pursuant to Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any The obligation of each Seller to sell and deliver or cause to be sold and delivered the Assets to Buyer, and to consummate the other transactions contemplated hereby, is subject to the satisfaction (or waiver by such Seller) as of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment Closing of the following conditions precedentconditions: 8.2.1 All (a) (i) each of the representations and warranties of Buyer contained in this Agreement shall be true and correct except for such failures to be true and correct (without giving effect to any Materiality Qualifiers) that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the financial condition of Buyer or the ability of Buyer to consummate the transactions hereunder, in each case on and as of the Closing Date, as though made on and as of the Closing Date (unless and to the extent any such representation or warranty speaks specifically as of an earlier date, in which case, as of such earlier date); (ii) Buyer shall have performed or complied in all material respects with the obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and (iii) Buyer shall have delivered to Sellers a certificate dated the Closing Date and signed by a duly authorized officer of Buyer confirming the foregoing; (b) no injunction or order, writ, decree or judgment of any Governmental Entity of competent jurisdiction shall be in effect as of the Closing that makes illegal or restrains or prohibits the purchase and sale of the Assets or the consummation of the other transactions contemplated by this Agreement; (c) the Provisional Consent Decree shall have been accepted for public comment by the FTC; (d) the Provisional Consent Decree that shall have been accepted for public comment by the FTC shall name Buyer as an acceptable purchaser of the Business or Buyer's acquisition of the Business otherwise shall have been approved by the FTC; (e) Buyer shall have executed and delivered to Sellers each of the Collateral Agreements and all other documents and funds instruments required to be delivered by Purchaser Buyer to such Seller at hereunder; (f) Buyer shall have delivered to Sellers properly executed resale exemption certificates containing the Closing requisite tax registration numbers for the Inventory being transferred by Sellers pursuant to this Agreement; and (g) the terms and conditions hereof Acquisition shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeconsummated.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each The following conditions are conditions precedent to Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon sell the fulfillment Property: (a) The approval of the following conditions precedent:applicable committee of Seller (the “Committee”), which approval Buyer acknowledges Seller will not seek until the Approval Date has passed and Buyer has failed to exercise its right of termination of this Agreement under paragraph 4. Seller makes no representation with regard to the likelihood of approval of this Agreement or the transaction contemplated herein by its Committee. Seller shall have until January 5, 2007 to obtain such approval by its Committee. If for any reason Seller’s Committee does not approve this Agreement or the transaction contemplated herein, this Agreement shall terminate, the Title Company shall return the Deposit to Buyer and neither party shall have any further obligations or rights hereunder. Notwithstanding the above, in the event of such termination, Xxxxxx agrees to reimburse Buyer for its reasonable and verifiable out of pocket due diligence expenses up to a maximum of Seventy-five Thousand and 00/100 Dollars ($75,000.00), including but not limited to title and survey expenses, third party report expenses and reasonable attorney’s fees. 8.2.1 All (b) Delivery by Xxxxx at Closing of the documents Purchase Price, an executed Assignment and funds Assumption of Leases in the form attached hereto as Exhibit B and an executed Assignment of Warranties, Guaranties and Service Contracts in the form attached hereto as Exhibit G. (c) Performance by Buyer as and when required by this Agreement of those and terms, covenants, conditions and agreements specifically related to be delivered by Purchaser to Seller at the Closing pursuant to the terms Buyer’s obligations contained in this Agreement. (d) The representations and conditions hereof shall have been delivered; 8.2.2 Each warranties of the representations, warranties and covenants of Purchaser Buyer contained herein in paragraph 8 shall be true and correct in all material respects as of Closing. In the Closing Date; 8.2.3 Purchaser shall have complied withevent that the conditions in this paragraph 6 are not satisfied, fulfilled and performed in all material respects each of the covenantsSeller may elect, terms and conditions at its sole discretion, to be complied with, fulfilled terminate this Agreement or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the waive satisfaction of the SEC condition and close escrow. In the SEC has confirmed that it has no further comments event of such termination, for reasons described in (b), (c) or (d) above, the Deposit shall be retained by Seller as liquidated damages and shall be non-refundable to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeBuyer.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this ContractAgreement, each Seller’s obligation to close with respect to conveyance of its Property under this Contract Agreement shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.2.1 (a) All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 (b) Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 (c) Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 (d) There shall not be pending or, to the knowledge of either Purchaser or the applicable Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract Agreement or declare illegal, invalid or nonbinding non-binding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 9.2 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract Agreement are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract Agreement with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.111.1. If a Seller terminates this Agreement with respect to its Property, the remaining Seller may elect either to terminate this Agreement or proceed to close the remaining Property. The termination of this Contract Agreement by any Seller pursuant to this Section 8.2 9.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on (of the time zone in which the Escrow Agent is located) of the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeDate.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to the conveyance of its Property the Transferred REIT Interests (UTI) under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, representations and warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be pending any pending litigation or, to the knowledge of either Purchaser or Seller, any threatened litigation, which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; and 8.2.5 In the event the transfer of the Transferred REIT Interests (UTI) from Seller to Purchaser is approved by the Existing Mortgage Lender, the Existing Mortgage Lender shall have provided written confirmation of release of Seller and any affiliate of Seller from any and all obligations with respect to the Existing Mortgage Financing, including, without limitation, any guaranties and environmental indemnities provided by Seller and any affiliate of Seller; and 8.2.6 All conditions to the obligations of “Seller” and “Purchaser” under the iStar Contract to close on the purchase and sale of the Transferred REIT Interests (iStar) shall have been satisfied. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to the conveyance of its Property the Transferred REIT Interests (UTI) under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect by providing written notice thereof to its PropertyPurchaser, and, if such failure constitutes (I) does not constitute a material default by Purchaser, then this Contract shall terminate and be of no further force and effect subject to and except for the Surviving Provisions, or (II) does constitute a material default by Purchaser, then Seller may exercise any of its Seller’s remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.18 (and the amendment of the Arbours of Hermitage Property has informed Purchaser that Seller's (or Seller's affiliates') partnership or other organizational documents in connection with the sale of the Arbours of Hermitage Property pursuant to this Contracttherewith), the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”a) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such from Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition , members, managers, shareholders or directors to the Seller of the Arbours of Hermitage Property closing obligations hereunder that extent required by Seller's (Aor Seller's affiliates') either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day periodorganizational documents, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (Bb) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurredas required by law; and 8.2.6 8.2.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. ; If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s 's obligation to close with respect to conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property Date, or (b) terminate this Contract with respect to its PropertyContract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s 's obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Such Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.18 (and the amendment of such Seller's (or such Seller's affiliates') partnership or other organizational documents in connection therewith) (a) from Seller's partners, members, managers, shareholders or directors to the extent required by Seller's (or Seller's affiliates') organizational documents, and (b) as required by law; provided that if such Seller terminates this Contract because of the Arbours failure of Hermitage Property has informed the condition set forth in Section 8.2.4(a), then such Seller shall reimburse Purchaser that for its actual out-of-pocket expenses incurred through the date of such termination in connection with the sale of the Arbours of Hermitage Property pursuant transaction contemplated by this Contract (in no event, to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”exceed $50,000.00 per Property) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement long as Purchaser has delivered to such Seller's limited partners. The Seller copies of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date any and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC all third-party reports prepared for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expiredPurchaser in connection therewith; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred[Intentionally Omitted; and] 8.2.6 There shall not be pending or, to the knowledge of either Purchaser or the applicable Seller, any pending litigation or threatened litigation which, if adversely determineddetermined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s 's obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or Date, (b) terminate this Contract either in its entirety or with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. If a Seller terminates this Contract with respect to its Property, the remaining Sellers may elect either to terminate this Contract or proceed to close the remaining Properties. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ ' Representative to Purchaser by 12:00 p.m. on of the Closing Date for such PropertyDate. If a Seller terminates this Contract with respect to this Section 8.2its Property, and thereafter (i) one or more of the remaining Sellers elects to proceed to close the remaining Properties, then in such event, Escrow Agent shall return to Purchaser the provisions Applicable Share of Section 13.33 shall apply with respect the Deposit (excluding the Applicable Share of the Non-Refundable Initial Deposit Component) as it relates to the Property(iesProperties that are not being acquired by Purchaser, or (ii) identified in such termination noticeall remaining Sellers elect to terminate this Contract, the Escrow Agent shall return to Purchaser the Deposit (excluding the Non-Refundable Initial Deposit Component).

Seller’s Conditions to Closing. Without limiting any The obligations of Sellers hereunder are subject to satisfaction of each of the rights following conditions at or before Closing, the occurrence of which may, at the option of Sellers, be waived (provided, however, that any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance waiver by Sellers of its Property under this Contract Section 8.2(a) or 8.2(f) shall be subject to the consent of X.X. Childs, which consent shall not be unreasonably withheld or delayed): (a) All representations and conditioned upon the fulfillment warranties of the following conditions precedent: 8.2.1 All of the documents Buyer and funds required Real Mex in this Agreement (i) that are not qualified as to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein materiality shall be true in all material respects on and as of the Closing as if made as of the Closing and (ii) that are qualified as to materiality shall be true in all respects on and as of the Closing as if made as of the Closing, (it being understood, however, that for purposes of this sentence the accuracy of any representation or warranty that expressly speaks as of the date of this Agreement or another date prior to this Agreement shall be determined solely as of the date of this Agreement or such other date and not as of the Closing), and Buyer and Real Mex shall have delivered to Sellers a certificate to such effect dated as of the Closing Date; 8.2.3 Purchaser (b) Buyer and Real Mex shall have performed and complied with, fulfilled and performed in all material respects with all of their respective obligations under this Agreement which are to be performed or complied with by Buyer or Real Mex, as applicable, prior to or on the Closing Date, and Buyer and Real Mex shall have delivered to Sellers a certificate to such effect dated as of the Closing Date; (c) Buyer and Real Mex shall be willing and able to deliver all of the documents required to be delivered by each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunderthem under Section 3.3 of this Agreement; 8.2.4 The Seller (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC competent jurisdiction or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain other legal restraint or prohibition preventing the consummation of any of the transactions contemplated by this Contract herein shall be in effect; (e) The waiting period under the HSR Act shall have expired or declare illegal, invalid or nonbinding any a notification of early termination of the covenants waiting period shall have been received by Sellers; (f) The amount of cash in the Restricted Accounts together with vendor deposits and bond collateral shall be no more than $4.7 million; (g) The Approval Order shall have been entered by the Bankruptcy Court and such Order shall not be stayed; and (h) The Replacement Letters of Credit shall have been posted by Buyer and Buyer shall have delivered to Sellers satisfactory evidence of its assumption or obligations replacement of the Purchaser. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination noticeGECC Mortgage.

Seller’s Conditions to Closing. Without limiting any The obligations of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant are subject to the terms and conditions hereof shall have been delivered; 8.2.2 Each satisfaction at or prior to the Closing, or waiver in writing by Seller, of the representationsfollowing conditions: (a) All representations and warranties of Buyer contained in this Agreement, warranties and covenants of Purchaser contained herein to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects, in each case as if such representations and warranties were made at and as of the Closing; and Buyer shall have performed and satisfied in all material respects all covenants and agreements required to be performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authorities having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, the purchase and sale contemplated by this Agreement. (c) Buyer shall have provided Seller evidence satisfactory to Seller that Buyer, as of Closing (i) is qualified to do business and to own and operate the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed Assets in all material respects each jurisdictions in which the Assets are located and (ii) has posted all bonds required by any federal, state, or local governmental, quasi-governmental or regulatory branch, agency, bureau, department, service, commission or other body to own and operate the Assets, including but not limited to replacement of the covenantsbonds listed on Schedule 5.18 which have accepted by the obligees thereunder. (d) The aggregate adjustments to the Base Purchase Price attributable to Title Defects (excluding all Title Defects related to any Reversionary Interests), terms Environmental Defects and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission Casualty Defects shall not have exceeded ten percent (the “SEC”) pursuant to Rule 14(c10%) of the Securities Exchange Act of 1934, as amended Base Purchase Price. (the “Information Statement”e) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property Buyer shall have occurred; and 8.2.6 There shall not be any pending litigation which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or performed its obligations of the Purchaser. If any of the foregoing conditions set forth in Sections 8.2.1 through 8.2.6 to a Seller’s obligation to close with respect to conveyance of its Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or (b) terminate this Contract with respect to its Property, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice10.5.

Seller’s Conditions to Closing. Without limiting any of the rights of any Seller elsewhere provided for in this Contract, each Seller’s obligation to close with respect to conveyance of its the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 The Seller of the Arbours of Hermitage Property has informed Purchaser that in connection with the sale of the Arbours of Hermitage Property pursuant to this Contract, the Seller of the Arbours of Hermitage Property is required to file an information statement with the United States Securities Exchange Commission (the “SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of 1934, as amended (the “Information Statement”) and to distribute the Information Statement to such Seller's limited partners. The Seller of the Arbours of Hermitage Property shall promptly file the Information Statement with the SEC after the Effective Date and use commercially reasonably efforts to diligently process the Information Statement. It shall be a condition to the Seller of the Arbours of Hermitage Property closing obligations hereunder that (A) either (x) such Seller has not received any comments on the Information Statement from SEC for a period of ten (10) Business Days after the Information Statement has been filed with the SEC or (y) if such Seller has received comments from the SEC within such ten (10) Business Day period, such comments have been addressed to the satisfaction of the SEC and the SEC has confirmed that it has no further comments to the Information Statement and (B) thereafter the Information Statement has been delivered to each of the limited partners of such Seller and a period of not less than twenty (20) calendar days has expired; 8.2.5 With respect to each Assumption Property, the applicable Loan Assumption and Release for the applicable Assumption Property shall have occurred; and 8.2.6 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; and 8.2.5 Neither Purchaser nor Purchaser’s manager(s) and/or member(s) shall be a debtor in any bankruptcy proceeding. If any of the foregoing conditions in Sections 8.2.1 through 8.2.6 to a Seller’s obligation obligations to close with respect to the conveyance of its the Property under this Contract are not met, such Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date for such Seller’s Property or Date, (b) terminate this Contract with respect to its PropertyContract, and, or (c) if such failure constitutes a default by Purchaser, exercise any of its remedies under pursuant to Section 10.1. The termination of this Contract by any Seller pursuant to this Section 8.2 shall be exercised by written notice from Sellers’ Representative to Purchaser by 12:00 p.m. on the Closing Date for such Property. If a Seller terminates this Contract with respect to this Section 8.2, then the provisions of Section 13.33 shall apply with respect to the Property(ies) identified in such termination notice.